<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
CATELLUS DEVELOPMENT CORPORATION
(Name Of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
149-111-106
(CUSIP Number)
James E. Knox, Esq.
Itel Corporation
Two North Riverside Plaza, Suite 1900, Chicago, IL 60606 (312-902-1515)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 15, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, incuding all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject ot all other provisions of the Act (however, see
the Notes).
Page 1 of 4
<PAGE> 2
SCHEDULE 13D
CUSIP No. 149-111-106 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Itel Corporation
94-1658138
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
<PAGE> 3
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, this
Schedule 13D/A1 restates the Schedules 13D Filed by the Catellus Development
Corporation on November 19, 1990 and February 11, 1993 with the Securities and
Exchange Commission (Prior 13D/A-1 and 13D/A-2). Changes to the Prior 13D have
been noted in this Schedule 13/A3.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $0.01 par value (the "Common
Stock"), of Catellus Development Corporation, a executive offices at 201
Mission Street, San Francisco, California 94105.
Item 2. Identity and Background.
This Statement is filed by Itel Corporation, a corporation organized under
the laws of the State of Delaware ("Itel" or the "Company"), which has its
principal executive offices at Two North Riverside Plaza, Suite 1900, Chicago,
Illinois 60606.
Itel and its subsidiaries are engaged in: (i) transportation services,
including (a) rail car leasing by Itel Rail Corporation and its subsidiaries,
(b) container leasing by Itel Container Corporation, Itel Containers
International Corporation and their subsidiaries (collectively, "Container"),
(c) rail transportation by several small railroads and (d) distribution
services by Itel Distribution Systems, Inc. and its subsidiaries; (ii)
distribution of wiring systems products for the transmission of power and
voice, data and video communications by Anixter Bros., Inc. and its
subsidiaries; and (iii) heavy marine construction, primarily dredging, by Great
Lakes International, Inc. and its subsidiaries. In October 1990, Itel agreed
to sell substantially all the assets of Containers to General Electric Capital
Corporation. The Company also has a substantial investment in securities of
other companies, primarily approximately 15.5% of the common stock of Santa Fe
Pacific Corporation ("Santa Fe") approximately 12.6% of the common stock of
Santa Fe Energy Resources, Inc. and approximately 21% of the common stock of
American President Companies, Ltd. Financing operations of Signal Capital
Corporation and its subsidiaries are being held for sale.
Information relating to the directors and executive officers of Itel is
contained in Appendix A attached hereto and is incorporated herein by
reference.
As described in this paragraph, Samuel Zell, Chairman of the Board and
Chief Executive Officer of Itel, B. Anne Lurie and Sheli Z. Rosenberg, a
director of Itel, may be regarded as controlling persons of Itel. Mr. Zell and
Mrs. Lurie, by virtue of their positions as trustees and beneficiaries of
various trusts, and Mrs. Rosenberg, by virtue of her position as trustee of
certain of these trusts, might be deemed to be the beneficial owners of
approximately 19.5% of Itel's outstanding common stock, without giving effect
to warrants and options to purchase Itel
3
<PAGE> 4
common stock held by Mr. Zell, Mrs. Lurie, Mrs. Rosenberg and their affiliates,
or 27.6% of Itel's common stock upon exercise of these warrants and options.
Because Mr. Zell, Mrs. Lurie and Mrs. Rosenberg might be considered to be
controlling persons of Itel, they might be deemed to own beneficially the
Common Stock owned by Itel. Mr. Zell, Mrs. Luri and Mrs. Rosenberg disclaim
beneficial ownership of the Common Stock owned by Itel.
Neither Itel, nor, to the best of Itel's knowldge, any of the persons
listed in Appendix A has, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
Neither Itel nor, to the best of Itel's knowledge, any of the persons listed in
Appendix A has, during the past five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree of final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On November 19, 1990, the board of directors of Santa Fe authorized the
distribution (the "Distribution") to holders of Santa Fe's common stock of all
the outstanding shares of Common Stock of the Issuer, which conducts most of
Santa Fe's real estate activities, held by Santa Fe prior to the Distribution.
Prior to the Distribution, Itel beneficially owned 26,750,300 shares of Santa
Fe common stock, representing approximately 15.5% of the outstanding Santa Fe
common stock. The shares of Common Stock willbe distributed on December 4,
1990 to holders of record of Santa Fe common stock at the close of business on
November 29, 1990 (the "Record Date") on the basis of one share of Common Stock
for every four shares of Santa Fe common stock held on the Record Date.
NOTE: The prior 13D is hereby modified by deleting and adding the Following
paragraphs:
The material under the heading "Stockholder Agreement" is hereby
deleted and replaced with the following:
Itel, Bay Area Real Estate Investment Associates, L.P. ("Bay Area
Partnership"), and Olympia & York SF Holdings Corporation ("O&Y") have
entered into a new Stockholders Agreement which replaces the previous
Stockholders Agreement.
The Stockholders Agreement establishes how the Board of Directors of
the Issuer and its Nominating Committee are to be constituted and
obligates the parties to vote their shares of Common Stock to achieve
this result. These provisions terminate after the conclusion of the
Issuer's 1993 annual meeting of stockholders.
The Stockholders Agreement also provides for certain rights of
first offer and rights of incusion with respect to the transfer of
Common Stock. The right of first offer does not apply to sales by
pledges, to certain corporate transactions or to sales of Common Stock
by a party in unsolicited "brokers' transactions," as defined in Rule
144 under the Securities Act of 1933, as amended (the "Securities
Act"), at a price equal to the price generally prevailing in the market
provided that the number of shares sold pursuant to this last exception
by a party during any three-month period cannot exceed the greater of
2% of the then outstanding Common Stock and the trading volume
limitations set forth in SEC Rule 144 (e)(l). If any party or parties
decide to sell Common Stock constituting more than 20% of the then
outstanding Common Stock, the remaining non-participating party or
parties must be given notice and the right to participate in the sale.
Those provisions cease to apply to a party at such time after the
Issuer's 1993 annual meeting of stockholders that party ceases to own
beneficially at least 5% of the outstanding shares of Common Stock. The
Stockholders Agreement is attached hereto as Exhibit 1 and is
incorporated by reference herein.
Item 4. Pupose of the Transaction.
Itel has acquired beneficial ownership of the 6,123,407 shares of
Common Stock which it beneficially owns as of the date of this Statement for
investment purposes. Itel may from time to time seek to increase, reduce or
dispose of its investment in the Common Stock in the open market, in privately
negotiated transactions or otherwise, in which event such transactions might be
through or together with entities affiliated with Itel. The determination to
effect any such transactions will depend, among other things, the market price
of the Common Stock, availability of funds, borrowing costs, market conditions,
developments affecting the Issuer and Itel, other opportunities available to
-4-
<PAGE> 5
Itel and other considerations. Itel intends, for time to time, to review its
investment in the Issuer and to take such action with respect to the Issuer as
it considers desirable in light of the circumstances then prevailing.
Stockholders Agreement. Itel, Bay Area Real Estate Investment
Associates, L.P. ("Bay Area Partnership") and Olympia & York SF Holdings
Corporation ("O & Y"), which are expected to be the three principal stockholders
of the Issuer following the Distribution, have entered into a Long-Term
Stockholders Agreement (the "Stockholders Agreement") effective on the
Distribution Date pursuant to which each party has agreed to certain
arrangements regarding the election of directors of the Issuer and certain
restrictions on transfer of its Common Stock. Each party has agreed to vote its
shares of Common Stock to set the number of directors constituting the Board of
Directors of the Issuer at nine and to elect the following nominees as
directors of the Issuer: two nominees of each party (six nominees in the
aggregate); the Chief Executive Officer of the Issuer and two individuals who
are not affiliates of the Issuer or of any party to the Stockholders Agreement,
as selected by the Nominating Committee of the Board (which shall consist of
one representative of each of the parties and one person who is not an affiliate
of any such party or the Issuer). These arrangements continue with respect to
a party as long as such party owns at least 10% of the issued and outstanding
Common Stock. As long as such party owns more than 5% but less than 10% of the
issued and outstanding Common Stock, it shall be entitled to one nominee.
Pursuant ot the Stockholders Agreement, James E. Knox, Senior Vice President,
General Counsel and Secretary of Itel, and Samuel Zell, Chairman and Chief
Executive Officer of Itel, are serving as directors of the Issuer.
The Stockholders Agreement also provides for certain rights of first
offer and rights of inclusion with respect to the transfer of Common Stock.
The right of first offer does not apply to certain corporate transactions or to
sales of Common Stock by a party in unsolicited "brokers' transactions," as
defined in Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), at a price equal to the price generally prevailing in the
market. If any party or parties decide to sell Common Stock constituting more
than 20% of the then outstanding Common Stock, the remaining non-participating
party or parties must be given notice and the right to participate in the sale.
The Stockholders Agreement is attached hereto as Exhibit 1 and is incorporated
by reference herein.
Registration Rights Agreement. The Issuer has entered into a
Registration Rights Agreement with Itel, Bay Area Partnership and O&Y (the
"Registration Rights Agreement"). The Registration
-5-
<PAGE> 6
Rights Agreement generally permits any person (a "Holder") owning Registrable
Securities (as defined in the Registration Rights Agreement) to require to
Issuer to file a registration statement under the Securities Act, at the
Issuer's expense, covering not less than 20% of the Registrable Securities of
such Holder (or a lesser percent if the aggregate offering price net of
underwriting discounts and commissions would exceed $75 million). No such
registration may be requested within the 90-day period following the
Distribution Date.
Each Holder may demand two such registrations, and may participate in
registrations requested by any other Holder, subject to certain volume
limitations. In addition, if at any time the Issuer proposes to register any
Common Stock or other securities under the Securities Act in connection with a
public offering of such securities solely for cash, each Holder has the right
to request that any of its Registrable Securities be included in such
registration statement, subject ot certain volume limitations. The
Registration Rights Agreement is attached hereto as Exhibit 2 and is
incorporated by reference herein.
Stockholder Representation Agreement. Itel, Bay Area Partnership and
O&Y, in addition to agreeing to make certain representations in connection with
the Distribution, have agreed not to make a tender or exchange offer for any
Common Stock for one year after the Distribution, except in response to a bona
fide unsolicited tender or exchange offer, and to support a resolution by the
Board of Directors of the Issuer not to support any tender or exchange offer
except under certain conditions for nine months after the Distribution. The
Stockholder Spin-Off Representation Agreement is attached hereto as Exhibit 3
and is incorporated by reference herein.
Other than as described above, Itel has no plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b)
an extraordinary corporation transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
tranfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present captialization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person;
-6-
<PAGE> 7
(h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
Note: The prior 13D is hereby modified by adding the following paragraphs.
Unless otherwise indicated, capitalized terms used below but not defined
herein shall the meanings assigned to such terms in the Statement.
The response to Item 5(a)-(b) is hereby amended by adding the
following:
(a), (b) As a result of the Distribution, Henley Nucorp, Inc., an
indirect wholly owned subsidiary of Itel, holds 6,687,575 shares of Common
Stock. As a result, Itel may be deemed to beneficially own 6,687,575 shares of
Common Stock or approximately 12.40% of the outstanding shares of Common Stock,
based on 53,973,000 shares of Common Stock of the Issuer outstanding on the
Distribution Date. Itel has the sole power to vote and dispose of all of such
6,687,575 shares.
On March 15, 1994, Itel corporation sold all 6,687,575 shares of common stock
of Catellus Development Corporation beneficially owned by it in transactions on
the New York Stock Exchange at a price of $7.25 per share.
Rod Dammeyer, President of Itel Corporation sold 20,900 shares of common stock
of Catellus Development Corporation on February 17, 1994 for $8.125 per
share and 9,100 such shares on February 18, 1994 for $8 per share in
transactions on the New York Stock Exchange.
Item 5. Interest in Securities of the Issuer.
(a), (b) As a result of the Distribution, Henley Nucorp, Inc., an
indirect wholly owned subsidiary of Itel, will hold 6,123,407 shares of Common
Stock. As a result, Itel may be deemed to beneficially own 6,123,407 shares of
Common Stock or approximately 12.40% of the outstanding shares of Common Stock.
Upon consummation of the Distribution, Itel will have the sold power to vote
and dispose of all of such 6,123,407 shares.
Under the definition of "beneficial ownership" in Rule 13d-3 of the
Rules and Regulations under the Securities Exchange Act of 1934, Samuel Zell,
Chairman of the Board and Chief Executive Officer of Itel, B. Anne Lurie and
Sheli Z. Rosenberg, a director of Itel, might be deemed to be beneficial owners
of approximately 19.5% of Itel's outstanding common stock, without giving
effect to warants and options to purchase Itel common stock held by Mr. Zell,
Mrs. Lurie, Mrs. Rosenberg and their affiliates, or 27.6% or Itel's outstanding
common stock upon exercise of these warrants and options. As a result, Mr.
Zell, Mrs. Lurie and Mrs. Rosenberg might be deemed to be controlling persons
of Itel and thus be deemed beneficial owners of the securities to which this
Statement relates. Reference is made to Item 2 above.
Except as set forth herin, to the best of Itel's knowledge, none of the
directors or officers of Itel beneficially owns any shares of the Common Stock,
except for the following: (i) Annette Grossman Klein, spouse of Melvyn N.
Klein, a director of Itel, owns 75 shares of Common Stock (of which Mr. Klein
disclaims beneficial ownership); and (ii) Jack P. Edwards, a director and
executive officer of Itel, owns 840 shares of Common Stock.
(c) The only transaction effected by Itel with respect to the Common
Stock during the past 60 days was pursuant to the Distribution.
To the best of Itel's knowledge, none of the directors or executive
officers of Itel has engaged in any transactions with respect to the Common
Stock during the past 60 days.
(d) None.
-7-
<PAGE> 8
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described in Item 3 and 4 above and in this Item 6, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
other persons with respect to any securities of the Issuer.
Previously filed Exhibit 1 is deleted and the following is filed in its
place:
1. Stockholders Agreement, dated as of January 29, 1993, among Bay Area
Real Estate Investment Associates, L.P., Olympia & York SF Holdings Corporation
and Itel Corporation.
The previously filed Exhibit 2 is amended by adding the following
amendment thereto:
2A. First Amendment to Registration Rights Agreement dated as of January
29, 1993.
Item 7. Material to be Filed as Exhibits.
1. Long-Term Stockholders Agreement, dated as of December 29, 1989, among
Bay Area Real Estate Investment Associates, L.P., Olympia &
York SF Holdings Corporation and Itel Corporation.
2. Registration Rights Agreement, dated as of December 29, 1989, among
Bay Area Real Estate Investment Associates, L.P., Olympia &
York SF Holdings Corporation and Itel Corporation.
3. Stockholder Spin-off Representation Agreement, dated as of December
29, 1989, by and among Olympia & York Developments Limited,
Itel Corporation and Bay Area Real Estate Investment Associates L.P.
-8-
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 16, 1994 ITEL CORPORATION
By: /s/ James E. Knox
James E. Knox
Senior Vice President,
General Counsel and Secretary
