<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)*
ITEL CORPORATION
(Name Of Issuer)
Common Stock, $1.00 par value
(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)
NOVEMBER 28, 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, 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 to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 465642106 Page 2 of 10 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 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 5,714,017
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,714,017
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,714,017
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP No. 465642106 Page 3 of 10 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 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 1,749,287
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,749,287
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,749,287
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP No. 465642106 Page 4 of 10 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 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
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 100,000
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)
.4%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP No. 465642106 Page 5 of 10 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 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 62,416
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 62,416
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!
<PAGE> 6
SCHEDULE 13D
CUSIP No. 465642106 Page 6 of 10 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 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
USA
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 33,333
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!
<PAGE> 7
SCHEDULE 13D
CUSIP No. 465642106 Page 7 of 10 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 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
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 36,576
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
36,576
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!
<PAGE> 8
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. 17 to Schedule 13D, the
following sales of Shares have occurred:
<TABLE>
<CAPTION>
Date Selling Number of Price per
Shareholder Shares Share
------- ----------- --------- ---------
<S> <C> <C> <C>
7/20/94 SZRL 22,700 $32.00
8/12/94 SZRL 134,900 34.125
10/5/94 SZRL 45,600 32.50
10/25/94 SZRL 56,800 32.00
10/26/94 SZRL 7,900 31.875
11/22/94 SZRL 24,800 35.4839
11/22/94 Riverside 1,800 35.4839
11/23/94 SZRL 34,600 35.2875
11/28/94 SZRL 43,180 34.6679
11/29/94 SZRL 2,800 34.625
12/5/94 SZRL 4,200 35.25
12/6/94 SZRL 10,700 35.125
12/7/94 SZRL 17,300 35.00
12/8/94 SZRL 19,100 34.8523
12/9/94 SZRL 30,100 34.25
12/12/94 SZRL 37,200 33.9826
12/13/94 SZRL 12,100 34.00
12/15/94 SZRL 700 34.25
</TABLE>
Page 8 of 10
<PAGE> 9
Net Consideration received by SZRL for the sale of the 504,600 Shares was
$17,098,878.86.
Net Consideration received by Riverside for the sale of the 1,800 Shares was
$63,871.02.
Additionally, on August 1, 1994, Mrs. Rosenberg was granted options to
purchase 5,000 Shares at $33.29 per Share. The options are exercisable
after February 1, 1995, and expire on August 1, 2004.
As of the date hereof, and to the best knowledge of the Reporting Persons,
there are 29,873,510 Shares issued and outstanding. The Shares of the
Reporting Persons (including 43,333 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 25.8% of
the Shares which would be issued and outstanding upon the exercise of such
options. Of such Shares, 5,714,017, or 19.1%, are owned beneficially by
Riverside; 1,749,287, or 5.9%, by SZRL; 100,000, or .4%, by Equity; 62,416,
or .2%, by the Lurie Trust; 33,333, or .1%, by Mr. Zell; and 36,576, 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 10
<PAGE> 10
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: December 16, 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 10 of 10
