<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Itel Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
465642106
(CUSIP Number)
Sheli Z. Rosenberg, Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 600, Chicago, IL 60606
(312) 466-3990
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 12, 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-1(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, including 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 to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 465642106 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riverside Partners
36-3274337
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 5,715,817
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,715,817
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,715,817
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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SCHEDULE 13D
CUSIP No. 465642106 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SZRL Investments
36-6561094
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 2,268,719
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,268,719
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,268,719
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 4
SCHEDULE 13D
CUSIP No. 465642106 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Equity Holdings
36-3206542
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 100,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 100,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 5
SCHEDULE 13D
CUSIP No. 465642106 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. and Ann Lurie Trust
36-6944487
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF 62,416
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 62,416
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,416
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 6
SCHEDULE 13D
CUSIP No. 465642106 Page 6 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel Zell
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, 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
USA
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 33,333
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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SCHEDULE 13D
CUSIP No. 465642106 Page 7 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sheli Rosenberg
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A 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
USA
7 SOLE VOTING POWER
NUMBER OF 26,576
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 31,576
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,576
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE
THE SAME MEANING AS THEY HAVE IN THE INITIAL SCHEDULE 13D
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Since the date of filing of Amendment No. 16 to Schedule 13D, the
following transactions have occurred:
On July 8, 1993, the Lurie Trust exercised warrants to purchase
5,000 Shares at $19.875 per Share. The $99,375 was provided
by working capital of the Lurie Trust.
On August 1, 1993, Sheli Z. Rosenberg was granted options to
purchase 5,000 Shares at 30.00 per Share. The option is
exercisable six months after date of grant.
On January 13, 1994, Mrs. Rosenberg exercised options to purchase
5,000 Shares at $16.925 per Share and options to purchase
5,000 Shares at $16.763 per Share. The exercise price of $168,440
was provided by a broker for a cashless exercise of the option.
On the same date, Mrs. Rosenberg sold, in the open market,
10,000 Shares at $29.00 per Share and 17,000 Shares at $29.375
per Share. Net consideration received for the sale of the 27,000
Shares was $787,556.33.
On January 13, 1994, Samuel Zell exercised options to purchase
200,000 Shares at $21.06 per Share. The exercise price of
$4,212,000 was provided by a broker for a cashless exercise of
the option. On the same date, Mr. Zell sold, in the open market,
200,000 Shares at $29.0018 per Share. Net consideration received
on the sale of the 200,000 Shares was $5,788,166.65.
On February 10, 1994, Mr. Zell exercised the following options to
purchase common stock:
60,000 at $21.875 per Share
150,000 at $10.375 per Share
200,000 at $11.313 per Share
33,333 at $18.225 per Share
Page 8 of 11
<PAGE> 9
The total exercise price of $5,738,843.93 was paid with a
portion of the proceeds from the sale of the Shares. On the same
date, Mr. Zell sold, to the Issuer, 443,333 Shares at $29.50 per
Share. Net consideration received on the sale of the 443,333
Shares was $13,078,323.50
On March 28, 1994, SZRL distributed 57,416 Shares to each of
its two partners, the Samuel Zell Revocable Trust and the Lurie
Trust. The Shares were distributed to each partner at SZRL's tax
basis in such Shares. On the same date, the Samuel Zell
Revocable Trust transferred 57,416 Shares to Sharon Zell pursuant
to a qualified domestic relations order. Such shares were
transferred at the Trust's basis in the Shares.
On the dates listed, Riverside sold the following Shares to the
Issuer:
June 27, 1994 16,000 Shares at $28.5694 per Share
June 28, 1994 94,400 Shares at $29.2581 per Share
June 29, 1994 92,000 Shares at $30.8497 per Share
June 30, 1994 22,600 Shares at $31.2658 per Share
Net consideration received by Riverside for the sale of the
225,000 Shares was $6,763,854.52.
On the dates listed, SZRL sold the following shares to the
Issuer:
June 30, 1994 2,400 Shares at $31.2658 per Share
July 5, 1994 91,500 Shares at $31.848 per Share
July 11, 1994 3,000 Shares at $31.75 per Share
July 12, 1994 24,500 Shares at $31.9395 per Share
July 13, 1994 7,700 Shares at $31.75 per Share
July 15, 1994 4,300 Shares at $32.00 per Share
July 18, 1994 5,100 Shares at $31.8477 per Share
Net consideration received by SZRL for the sale of the 129,100
Shares was $4,113,631.33.
As of the date hereof, and to the best knowledge of the
reporting persons, there are 31,654,916 Shares issued and
outstanding. The 8,211,861 Shares of the Reporting Persons
(including 38,333 obtainable by Mr. Zell and Mrs. Rosenberg by
the exercise of options which are currently exercisable or which
would be exercisable within 60 days) represent approximately
25.9% of the Shares which would be issued and outstanding upon
the exercise of such options. Of such Shares, 5,715,817, or
18.0%, are owned beneficially by Riverside; 2,268,719, or 7.2%,
by SZRL; 100,000 or, .3%, by Equity; 62,416, or .2%, by the Lurie
Trust; 33,333, or .1%, by Mr. Zell; and 31,576, or .1%, by Mrs.
Rosenberg. Mrs. Rosenberg disclaims beneficial ownership of an
additional 1,065 Shares held in trust for her husband.
Page 9 of 11
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 5 hereof.
Riverside, Equity and SZRL have entered into loan agreements
totalling approximately $103.5 million which are secured in whole
or part by pledges of Shares. These loan agreements contain
default provisions which, if triggered, would give the respective
lender sole voting and dispositive power with respect to the
Shares pledged under such agreement. The lenders are: American
National Bank and Trust Company of Chicago, Bank Leumi Le-Israel,
First National Bank of Boston, Chemical Bank, N.A., CITIBANK,
N.A., First Bank National Association, Wells Fargo Bank, Genesis
Merchant Group Securities and Smith Barney Shearson, Inc.
Page 10 of 11
<PAGE> 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in the statement is true, complete and correct.
DATED: July 19, 1994
RIVERSIDE PARTNERS, an Illinois EQUITY HOLDINGS, an Illinois
limited partnership general partnership
By: Samuel Zell Revocable Trust By: Samuel Zell Revocable Trust
under trust agreement dated under trust agreement dated
January 17, 1990, a general January 17, 1990, a general
partner partner
By: By:
Samuel Zell, Trustee Samuel Zell, Trustee
SZRL INVESTMENTS, an Illinois general ROBERT H. AND ANN LURIE
partnership TRUST
By: Samuel Zell Revocable Trust
under trust agreement dated
January 17, 1990, a general partner By:
Sheli Z. Rosenberg, Co-Trustee
By: By:
Samuel Zell, Trustee Samuel Zell
By:
Sheli Z. Rosenberg
Page 11 of 11
