<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 20)*
Itel Corporation
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(Name of Issuer)
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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)
June 27, 1995
----------------------------------------------------
(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).
SEC 1746 (9-88) 1 of 7
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SCHEDULE 13D
CUSIP NO. 465642106 PAGE 2 OF 13 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 A REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,514,017
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
4,514,017
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,514,017
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (99-88) 2 of 7
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 465642106 PAGE 3 OF 13 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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,299,687
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,299,687
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,299,687
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
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 13 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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 100,000
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
100,000
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!
SEC 1746 (9-88) 2 of 7
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 465642106 PAGE 5 OF 13 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*
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 62,416
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
62,416
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*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 465642106 PAGE 6 OF 13 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*
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 103,333
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
103,333
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,333
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*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 465642106 PAGE 7 OF 13 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*
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 36,576
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
36,576
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!
SEC 1746 (9-88) 2 of 7
<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 AND
AMENDMENTS THERETO
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. 19 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>
3/2/95 SZRL 5,500 $34.00
3/3/95 SZRL 11,800 34.125
3/7/95 SZRL 11,800 34.125
3/9/95 SZRL 20,800 34.50
3/14/95 SZRL 4,500 34.875
</TABLE>
Net Consideration received by SZRL for the sale of the 54,400 Shares
was $1,866,887.50.
On January 25, 1995, Samuel Zell received 70,000 restricted Shares
from the Issuer.
On July 10, 1995, Riverside and SZRL sold 1,200,000 and 50,000
Shares, respectively, at $36.00 per Share pursuant to the agreement
described in Item 6. herein.
As of July 10, 1995, and to the best knowledge of the Reporting
Persons, there were approximately 26,750,000 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 22.8% of the Shares which
would be issued and outstanding upon the exercise of such options. Of
such Shares, 4,514,017 or 16.9%, are owned beneficially by Riverside;
1,299,687, or 4.8%, by SZRL; 100,000, or .4%, by Equity; 62,416, or
.2%, by the Lurie Trust; 103,333, or .4%, by Mr. Zell; and 36,576, or
.1%, by Mrs. Rosenberg.
Page 8 of 13
<PAGE> 9
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On June 27, 1995 Riverside, Equity, SZRL and the Issuer entered into
an agreement which is attached hereto as Exhibit 1 and incorporated in
its entirety herein by reference. Pursuant to the agreement, the
Issuer has agreed to purchase and Riverside, Equity and SZRL have
agreed to sell sufficient Shares to reduce the percentage of Shares
held or deemed held by Riverside, Equity and SZRL and their
affiliates to 21% as of December 31, 1996. The Shares shall be sold in
the manner described in the agreement. As of the date hereof,
1,250,000 Shares were sold pursuant to the agreement as described in
Items 3. and 5. herein.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement dated June 27, 1995 among the Issuer,
Riverside, Equity and SZRL.
Page 9 of 13
<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: June 30, 1995
<TABLE>
<S> <C>
RIVERSIDE PARTNERS, an Illinois EQUITY HOLDINGS, an Illinois
limited partnership general partnership
By: Samuel Zell Revocable Trust By: Samuel Zell Revocable Trust under trust
under agreement dated trust agreement dated January 17, 1990,
January 17, 1990, a general a general partner
partner
By: /s/ Samuel Zell By: /s/ Samuel Zell
---------------------------- ------------------------------
Samuel Zell, Trustee Samuel Zell, Trustee
SZRL INVESTMENTS, an Illinois general ROBERT H. AND ANN LURIE TRUST
partnership
By: Samuel Zell Revocable Trust
under trust agreement dated
January 17, 1990, a general partner By: /s/ Sheli Z. Rosenberg
------------------------------
Sheli Z. Rosenberg, Co-Trustee
By: /s/ Samuel Zell By: /s/ Samuel Zell
---------------------------- ------------------------------
Samuel Zell, Trustee Samuel Zell
By: /s/ Sheli Z. Rosenberg
---------------------------
Sheli Z. Rosenberg
</TABLE>
Page 10 of 13
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page Number
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<S> <C> <C>
1 Agreement dated June 27, 1995 among the Issuer, 12
Riverside, Equity and SZRL.
</TABLE>
Page 11 of 13
<PAGE> 1
EXHIBIT 1
AGREEMENT
Riverside Partners, SZRL Investments, Equity Holdings and Itel
Corporation hereby agree as follows:
Itel Corporation ("Company") will purchase from Riverside Partners,
SZRL Investments and Equity Holdings (together "Sellers") and Sellers will sell
to the Company sufficient shares of the Company's common stock ("Shares") to
reduce the percentage of outstanding Shares held or deemed held by Sellers and
their affiliates from in excess of 26% to 21% as of December 31, 1996 in the
following manner:
a) 1,250,000 Shares will be purchased at $36 a Share upon
the delivery of certificates for these Shares.
b) 650,000 Shares will be purchased at $36 a Share plus
6.5% per annum from date of this Agreement to date of purchase at such
time in 1996 as shall be mutually agreed, but in no event later than
December 31, 1996. Payment will be made upon delivery of certificates
for the Shares. It is understood however that the Company may elect
not to make this purchase by notice to Sellers in which event Sellers
will have the option of putting these Shares to the Company at the
price and time specified in this paragraph (b), and that Sellers may
elect not to make this sale by notice to the Company in which event the
Company shall have the option of calling these Shares from Sellers at
the price and time specified in this paragraph (b). If the Company
shall elect not to purchase these Shares and Sellers do not put these
Shares to the Company or if Sellers shall elect not to sell these
Shares and the Company does not call these Shares from Sellers, the
Company and Sellers will nevertheless be treated as having complied
with the requirements of this Agreement as to the Shares which would
have otherwise been purchased from Sellers.
c) Such additional Shares, if any, as shall be necessary
to reach the agreed percentage of 21% (assuming for this purpose that
the purchase of the 650,000 Shares described in (b) has already
occurred) due to purchases of Shares by the Company from time to time
from other shareholders will be purchased on the same day and at the
average price of purchases of Shares from other shareholders on that
day. Payment will be made upon delivery of the certificates for the
Shares. It is understood however that Sellers upon notice to the
Company may elect not to participate in any or all of such purchases
provided by this paragraph (c), and upon such election, the Company
and Sellers
Page 12 of 13
<PAGE> 2
will be treated as having complied with the requirements of this
Agreement as to the Shares which would have been purchased from Sellers
but for their notice of non-participation.
Dated this 27th day of June, 1995.
ITEL CORPORATION RIVERSIDE PARTNERS
by Samuel Zell Revocable Trust,
By: Rod Dammeyer a general partner
-----------------------
Rod Dammeyer, President
By: Samuel Zell
---------------
Samuel Zell, Trustee
SZRL INVESTMENTS
by Samuel Zell Revocable Trust,
a general partner
By: Samuel Zell
--------------
Samuel Zell, Trustee
EQUITY HOLDINGS
by Samuel Zell Revocable Trust,
a general partner
By: Samuel Zell
---------------
Samuel Zell, Trustee
Page 13 of 13
