ITEL CORP, SC 13D/A, 1995-04-03

ITEL CORP
SC 13D/A, 1995-04-03
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*

SANTA FE ENERGY RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

802-012-104
--------------------------------------------------------
(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 29, 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).
<PAGE> 2
SCHEDULE 13D

CUSIP NO. 802-012-104 Page 2 of 8 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 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

7 SOLE VOTING POWER
NUMBER OF 8,064,005
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,064,005
WITH
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,064,005

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%

14 TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE> 3

Page 3 of 8 Pages

Itel Corporation, a Delaware corporation ("Itel" or the "Company"),
hereby amends the Statement on Schedule 13D, as filed on November 29, 1990 and
amended on December 18, 1991, December 31, 1992 and February 11, 1993 (the
"Statement"), with respect to the shares of Common Stock, $0.01 par value (the
"Common Stock"), of Santa Fe Energy Resources, Inc., a Delaware corporation
(the "Issuer"). Unless otherwise indicated, capitalized terms used below but
not defined herein shall have the meanings assigned to such terms in the
Statement.

ITEM 2. IDENTITY AND BACKGROUND.

The second paragraph of Item 2 is amended as follows:

Itel is engaged in the distribution of networking products for voice,
data and video and electrical power applications by Anixter Inc. and its
subsidiaries. Itel also owns approximately 30% of ANTEC Corporation, a
developer and distributor of products used in the cable television industry.

The fourth paragraph of Item 2 is amended to read as follows:

Samuel Zell, Chairman of the Board of Itel, Ann 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 26% of Itel's common stock. 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. Lurie and Mrs. Rosenberg disclaim beneficial ownership of the Common
Stock owned by Itel.

The following new information is added to Item 2:

In a Registration Statement on Form S-3 filed by the Issuer with the
Securities and Exchange Commission on March 29, 1995 (the "Registration
Statement"), it is stated that prior to any sales of Common Stock by
Zell/Chilmark pursuant to the Registration Statement HC will undergo either a
partial or complete liquidation pursuant to which Zell/Chilmark will receive a
distribution or distributions of the 5,007,987 shares of Common Stock
beneficially owned by Zell/Chilmark.
<PAGE> 4

Page 4 of 8 Pages

Information relating to the directors and executive officers of Itel is
contained in Appendix A attached hereto and is incorporated herein by
reference.

ITEM 4. PURPOSE OF THE TRANSACTION.

The following new information is added to Item 4.

The Issuer has filed the Registration Statement (which is not yet
effective) at the request of Itel and Zell/Chilmark to permit them to sell
their shares of Common Stock, when they chose to do so, in public markets or in
negotiated transactions, in compliance with the provisions of the Securities
Act of 1933. In so selling their shares of Common Stock, Itel and
Zell/Chilmark may act independently or jointly.

It is anticipated that Rod Dammeyer, the Chief Executive Officer of
Itel will resign as a director of the Issuer if Itel's investment in the Issuer
is no longer significant as the result of Itel's sales of Common Stock.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The second paragraph of Item 5 is amended as follows:

Under the definition of "beneficial ownership" in Rule 13d-3 of the
Rules and Regulations under the Securities and Exchange Act of 1934, Samuel
Zell, Chairman of the Board of Itel, Ann Lurie and Sheli Z. Rosenberg, a
director of Itel, might be deemed to be beneficial owners of approximately 26%
of Itel's common stock. 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.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

In connection with the Registration Statement, Itel and the Issuer have
agreed on matters relating to costs and indemnities as summarized therein.

Itel and Zell/Chilmark may agree to act jointly in selling their shares
of Common Stock when and to the extent it would be in their respective best
interests to do so.
<PAGE> 5

Page 5 of 8 Pages

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 31, 1995 ITEL CORPORATION

By: James E. Knox
Senior Vice President,
General Counsel and Secretary

<PAGE> 6

Page 6 of 8 Pages

APPENDIX A

OFFICERS AND DIRECTORS
OF
ITEL CORPORATION

The following table sets forth the name, residence or business address and
present principal occupation or employment of each director and executive
officer of Itel Corporation ("Itel"). Each such person is a citizen of the
United States of America.

<TABLE>
<CAPTION>
NAME AND RESIDENCE OR PRESENT PRINCIPAL
BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
- ------------------------ ------------------------
<S> <C>
Bernard F. Brennan Director of Itel; Chairman and Chief Executive
One Montgomery Ward Plaza Officer of Montgomery Ward & Co., a retailer.
Chicago, IL 60671

Kirk Brewer Senior Vice President-Corporate & Investor Relations
2 N. Riverside Plaza of Itel, and several affiliated companies.
Suite 600
Chicago, IL 60606

Don Civgin Vice President-Treasurer of Itel.
2 N. Riverside Plaza
Suite 1900
Chicago, IL 60606

Rod F. Dammeyer Director of Itel; President and Chief Executive
2 N. Riverside Plaza Officer of Itel; President and Chief Executive
Suite 1900 Officer of Great American Management &
Chicago, IL 60606 Investment, Inc., a diversified manufacturing
company.

F. Philip Handy Director of Itel; President of Winter Park
200 E. New England Avenue Capital Company, a private investment firm.
Suite 301
Winter Park, FL 32790

Harold Haynes Director of Itel; retired since 1990.
The Highlands
Seattle, WA 98177

Jerome Jacobson Director of Itel; Financial advisor and consultant;
4200 Massachusetts Ave., NW individual General Partner of the investment partner-
Suite 114 ship ML Venture Partners II, L.P.
Washington, DC 20016

</TABLE>
<PAGE> 7

Page 7 of 8 Pages

APPENDIX A

<TABLE>
<CAPTION>
NAME AND RESIDENCE OR PRESENT PRINCIPAL
BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
- ------------------------ ------------------------
<S> <C>
Melvyn N. Klein Director of Itel; Owner and President of JAKK
Mercantile Tower, MT 209 Holding Corporation, which is a General Partner
615 N. Upper Broadway of the investment partnership GKH Partners, L.P.;
#1940 Attorney and counselor-at-law since 1968; a principal
Corpus Christi, TX 78477 at Questor Management Company.

James E. Knox Senior Vice President, General Counsel and
2 N. Riverside Plaza Secretary of Itel Corporation; partner of
Suite 1900 Mayer, Brown and Platt.
Chicago, IL 60606

Dennis Letham Chief Financial Officer, Senior Vice President -
2 N. Riverside Plaza Finance of Itel; Chief Financial Officer and Executive
Suite 1900 Vice President of Anixter Inc.
Chicago, IL 60606

John P. McNicholas, Jr. Vice President-Controller of Itel.
2 N. Riverside Plaza
Suite 1900
Chicago, IL 60606

Philip F. Meno Vice President-Taxes of Itel and Anixter Inc.
2 N. Riverside Plaza
Suite 1900
Chicago, IL 60606

John R. Petty Director of Itel; Chairman of Czech and Slovak
1620 Eye Street, NW American Enterprise Fund, a not-for-profit
Suite 703 private organization established and funded by
Corpus Christi, TX 78477 the U.S. Government; Private investor since 1988.

John A. Pigott Director of Itel; Private investor
355 Birch
Winnetka, IL 60093

</TABLE>
<PAGE> 8

Page 8 of 8 Pages

APPENDIX A

<TABLE>
<CAPTION>
NAME AND RESIDENCE OR PRESENT PRINCIPAL
BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
- ------------------------ ------------------------
<S> <C>
Sheli Z. Rosenberg Director of Itel; Chairman of the law firm
2 N. Riverside Plaza Rosenberg & Liebentritt, P.C.; President and
Suite 600 Chief Executive Officer of Equity Group
Chicago, IL 60606 Investments, Inc. and its subsidiary Equity
Financial and Management Company, both real
estate investment firms, and executive officer
and director of Great American Management and
Investment, Inc., a diversified manufacturing
company; Trustee of Equity Residential Properties
Trust; Executive officer and director until
October 4, 1991 of Madison Management Group,
Inc. which filed a petition under the Federal
bankruptcy laws in November 1991.

Stuart M. Sloan Director of Itel; Chairman and Chief Executive
1301 Fifth Avenue Officer of Quality Food Centers, Inc., a super-
#3330 market chain; a principal of Sloan Capital
Seattle, WA 98101 Companies, a private investment company; Chief
Executive Officer from 1987 to 1991 and Chairman
from 1990 to 1992 of Egghead, Inc., a personal
computer software seller.

Samuel Zell Director of Itel; Chairman of the Board of Directors,
2 N. Riverside Plaza Chairman of the Board of Great American Management and
Suite 600 Investment Inc., a diversified manufacturing company, and
Chicago, IL 60606 Equity Group Investments, Inc. and its subsidiary Equity
Financial and Management Company, both real estate investment
firms; Chairman of the Board and Chief Executive Officer of
Capsure Holdings Corp., owner of various insurance companies,
and Manufactured Home Communities, Inc., owner of manufactured
housing communities; Chairman of The Trustees of
Equity Residential Properties Trust; Executive officer and
director until October 4, 1991 of Madison Management Group,
Inc. which filed a petition under the Federal bankruptcy
laws in November 1991.

</TABLE>
<PAGE> 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 EXECUTED

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*

SANTA FE ENERGY RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

802-012-104
--------------------------------------------------------
(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)

Novemer 19, 1990
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

Check the following box if a fee is being paid with the statement /X/. (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.

Page 1 of 10.
<PAGE> 10
SCHEDULE 13D

CUSIP NO. 802-012-104 Page 2 of 10 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 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
Delaware

7 SOLE VOTING POWER
NUMBER OF 8,069,995*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,069,995*
WITH
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,069,995*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%*

14 TYPE OF REPORTING PERSON*
CO

* Pursuant to a distribution of Common Stock of the Issuer to holders
of Santa Fe Pacific Corporation common stock an based on 172,818,327
shares of such common stock outstanding on November 1, 1990. See
Item 3.

<PAGE> 11

Item 1. Security and Issuer.

This Statement relates to the Common Stock, $0.01 par value (the
"Common Stock"), of Santa Fe Energy Resources, Inc., a Delaware corporation
(the "Issuer"), which has its principal executive offices at 1616 South Voss,
Suite 1000, Houston, Texas 77057.

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 Container 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 12.4% of the common stock of
Catellus Development Corporation 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 common stock held by Mr. Zell, Mrs.
Lurie, Mrs. Rosenberg and

-3-
<PAGE> 12

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. Lurie and Mrs.
Rosenberg disclaim beneficial ownership of the Common Stock owned by Itel.

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 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 or 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
substantially all of Santa Fe's oil and gas operations, 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 will be
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 approximately every 3.3 shares of Santa Fe
common stock held on the Record Date (based on 172,818,327 shares of Santa Fe
common stock outstanding on November 1, 1990).

Item 4. Purpose of the Transaction.

Itel has acquired beneficial ownership of the 8,069,995 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, upon the market
price of the Common Stock, availability of funds, borrowing costs, market
conditions,

-4-
<PAGE> 13

developments affecting the Issuer and Itel, other opportunities available to
Itel and other considerations. Itel intends, from 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.

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
transfer 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 capitalization 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; (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.

Item 5. Interest in Securities of the Issuer.

(a), (b) As a result of the Distribution and based on 172,818,327
shares of Santa Fe common stock outstanding on November 1, 1990, Henley Nucorp,
Inc., an indirect wholly owned subsidiary of Itel, will hold 8,069,995 shares
of Common Stock. As a result, Itel beneficially owns 8,069,995 shares of
Common Stock or approximately 12.64% of the outstanding shares of Common Stock.
Upon consummation of the Distribution, Itel will have the sole power to vote
and dispose of all of such 8,069,995 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 warrants and options to purchase Itel common stock held by Mr. Zell,
Mrs. Lurie, Mrs. Rosenberg and their affiliates, or 27.6% of Itel's outstanding
common stock upon exercise of these

-5-
<PAGE> 14
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 herein, 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 90 shares of Common Stock (of which Mr.
Klein disclaims beneficial ownership); and (ii) Jack P. Edwards, a director and
executive officer of Itel, owns 1,018 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.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.

Except as described in Items 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.

Rod F. Dammeyer, President and a director of Itel, has served as a
director of the Issuer since June 1990.

Item 7. Material to be Filed as Exhibits.

None.

-6-
<PAGE> 15
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: November 29, 1990 ITEL CORPORATION

By: James E. Knox
---------------------
James E. Knox
Senior Vice President,
General Counsel and
Secretary

-7-
<PAGE> 16
APPENDIX A

OFFICERS AND DIRECTORS
OF
ITEL CORPORATION

Name and Residence or Present Principal
Business Address Occupation or Employment
- --------------------- ------------------------
Bernard F. Brennan Director of Itel; Chairman and
One Montgomery Ward Plaza Chief Executive Officer of
Chicago, IL 60671 Montgomery Ward & Co., a retailer.

William A. Buzick, Jr. Director of Itel; Private
1391 Shaw Avenue investor; Chairman of the Board of
Fresno, CA 93711 Directors of Pacific
Bancorporation.

Timothy J. Croasdaile Vice President - Corporate and
Two North Riverside Plaza Investor Relations.
Suite 1900
Chicago, IL 60606

Rod F. Dammeyer Director of Itel; President of
Two North Riverside Plaza Itel; Director of Santa Fe
Suite 1900 Pacific Corporation and Santa Fe
Chicago IL 60606 Energy Resources, Inc.

Jack P. Edwards Director of Itel; President of
Two North Riverside Plaza Itel's transportation group.
Suite 1900
Chicago, IL 60606

F. Philip Handy Director of Itel; President
200 E. New England Ave. of Winter Park Capital Company, a
Suite 301 private investment firm; Director
Winter Park, FL 32789 of Great American Management and
Investment, Inc. and NTC Group,
Inc.

-8-
<PAGE> 17
Harold Haynes Director of Itel; Retired Executive
The Boeing Company Vice President, Chief Financial
Administration Bldg. #224 Officer and Director of The Boeing
7755 East Marginal Way Company, an aerospace firm;
Seattle, WA 98188 Director of First Interstate
Bank of Washington and SAFECO
Corporation.

Gary M. Hill Vice President - Finance of
Two North Riverside Plaza Itel.
Suite 1900
Chicago, IL 60606

Jerome Jacobson Director of Itel; Financial
The Foxhall, Suite 114 advisor and consultant; Individual
4200 Massachusetts Ave., General Partner of ML Venture
N.W. Partners II, L.P.; Director of
Washington, D.C. 20016 Hercules Corporation, Intellicorp
and A, T & E Corporation.

Melvyn N. Klein Director of Itel; General Partner
1940 First City Bank of investment partnership Harry
Tower Gray, Mel Klein & Partners, L.P.;
Corpus Christi, TX 78477 Attorney and counselor-at-law.

James E. Knox Senior Vice President, General
Two North Riverside Plaza Counsel and Secretary of Itel;
Suite 1900 Director of Catellus Development
Chicago, IL 60606 Corporation.

John R. Petty Director of Itel; Private
1720 Eye Street, N.W. Investor; Director of Himont, Inc.
Suite 304
Washington, D.C. 20006

Sheli Z. Rosenberg Director of Itel; Senior Vice
Two North Riverside Plaza President and General Counsel of
Suite 1601 Equity Group Investments, Inc.,
Chicago, IL 60606 a privately owned real estate
investment and management company;
Director of Nucorp Energy, Inc.,
Digicon, Inc. and The George
Worthington Company.

John A. Pigott Director of Itel; President and
Anixter Bros., Inc. Chief Executive Officer of Anixter
4711 Golf Road Bros., Inc., a subsidiary of Itel
Skokie, IL 60076 engaged in the distribution of
wiring systems products.

-9-
<PAGE> 18
Scott H. Williamson Vice President-Acquisitions and
Two North Riverside Plaza Development of Itel
Suite 1900
Chicago, IL 60606

William G. Wolfe Vice President - Taxes of Itel
Two North Riverside Plaza
Suite 1900
Chicago, IL 60606

James D. Woods Director of Itel; Chairman,
Baker Hughes, Inc. President and Chief Executive
3900 Essex Lane Officer of Baker Hughes
Suite 800 Incorporated, a manufacturer and
Houston, TX 77027 lessor of oil field and mining
equipment; Director of Varco
International, Inc.

Samuel Zell Chairman of the Board of Directors
Two North Riverside Plaza and Chief Executive Officer of
Suite 600 Itel; Chairman of the Board of
Chicago, IL 60606 Directors and Chief Executive
Officer of Great American
Management and Investment, Inc., a
diversified financial services,
manufacturing and agricultural
chemical company; Chairman of the
Board of Equity Group Investments,
Inc., a privately owned real
estate investment and management
company and of its subsidiary,
Equity Financial and Management
Company; General Partner of
Riverside Partners, a privately
owned investment partnership;
Director of Nucorp Energy, Inc.,
Santa Fe Pacific Corporation and
Catellus Development Corporation.

-10-
<PAGE> 19
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CONFORMED
SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*

SANTA FE ENERGY RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

802-012-104
--------------------------------------------------------
(CUSIP Number)

December 10, 1991
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

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.

Page 1 of 14.
Exhibit Index at page 6.
<PAGE> 20
SCHEDULE 13D

CUSIP NO. 802-012-104 Page 2 of 14 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 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
Delaware

7 SOLE VOTING POWER
NUMBER OF 8,064,005
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,064,005
WITH
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,064,005

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%

14 TYPE OF REPORTING PERSON*
CO

<PAGE> 21
Itel Corporation, a Delaware corporation ("Itel" or the "Company"),
hereby amends the Statement on Schedule 13D, as filed on November 29, 1990 (the
"Statement"), with respect to the shares of Common Stock, $0.01 par value (the
"Common Stock"), of Santa Fe Energy Resources, Inc., a Delaware corporation
(the "Issuer"). Unless otherwise indicated, capitalized terms used below but
not defined herein shall have the meanings assigned to such terms in the
Statement.

Item 4. Purpose of the Transaction.

The response to Item 4 is hereby amended by adding the following:

Itel has entered into an Agreement and Irrevocable Proxy, dated as of
December 10, 1991 (the "Adobe Proxy"), with Adobe Resources Corporation
("Adobe") in connection with the Agreement of Merger between the Issuer and
Adobe (the "Merger Agreement"), pursuant to which Adobe will merge with and into
the Issuer (the "Merger") and each share of Adobe stock will be converted into
the right to receive stock of the Issuer. The Adobe Proxy is attached hereto as
Exhibit 1 and is incorporated by reference herein.

Itel has granted Adobe an irrevocable proxy to vote the shares of
Common Stock which Itel holds in favor of the Merger Agreement and the Merger
and against Competing Proposals (as defined in the Adobe Proxy). Itel has also
agreed, among other things, not to sell its shares of Common Stock, grant any
other proxies with respect thereto or subject its shares of Common Stock to a
voting trust or agreement, unless in each case Itel ensures that such shares
shall remain subject to the Adobe Proxy. Itel has also agreed, among other
things, not to participate in or solicit Competing Proposals or to take any
other action which would frustrate Adobe's ability to exercise the Adobe Proxy
or consummate the Merger. Nothing in the Adobe Proxy affects Itel's right to
grant a security interest in or to pledge the shares of Common Stock in a bona
fide credit arrangement.

The Adobe Proxy terminates at the earliest of (i) the effective time of
the Merger, (ii) the termination of the Merger Agreement in accordance with its
terms, (iii) upon written notice by Adobe, (iv) upon Adobe's revocation of its
recommendation to its stockholders to approve the Merger Agreement and the
Merger, (v) upon election by Itel to terminate the Adobe Proxy based on Adobe's
breach of its covenants in the Adobe Proxy or (vi) June 30,1992.

Item 5. Interest in Securities of the Issuer.

-3-
<PAGE> 22
Item 5 is hereby amended by deleting the first paragraph of Item 5 and
inserting in lieu thereof the following:

As a result of the Distribution, Henley Nucorp, Inc., an indirect
wholly owned subsidiary of Itel, holds 8,064,005 shares of Common Stock. As a
result, Itel beneficially owns 8,064,005 shares of Common Stock or
approximately 12.6% of the outstanding shares of Common Stock (based on
63,830,000 shares of Common Stock reported by the Issuer as outstanding at
November 1, 1991). Subject to the Adobe Proxy, Itel has the sole power to vote
and dispose of all of such 8,064,005 shares.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 - Agreement and Irrevocable Proxy, dated as of December 10, 1991,
between Adobe Resources Corporation and Itel Corporation

-4-
<PAGE> 23

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: December 18, 1991 ITEL CORPORATION

By: /s/James E. Knox
---------------------
James E. Knox
Senior Vice President,
General Counsel and
Secretary

-5-
<PAGE> 24

EXHIBIT INDEX

Number Page

Exhibit 1 Agreement and Irrevocable Proxy, 7
dated as of December 10, 1991,
between Adobe Resources Corporation
and Itel Corporation

-6-
<PAGE> 25

EXHIBIT 1

-7-
<PAGE> 26

AGREEMENT AND IRREVOCABLE PROXY

This Agreement and Irrevocable Proxy, dated as of December 10, 1991
(the "Agreement"), is by and between Adobe Resources Corporation, a Delaware
corporation ("Target"), and the party identified as the "Stockholder" on the
signature page hereof (the "Stockholder").

R E C I T A L S:

WHEREAS, the Target and Santa Fe Energy Resources, Inc., a Delaware
corporation (the "Company"), propose to enter into an Agreement of Merger that
will be in the form attached hereto as Exhibit A (the "Merger Agreement"),
providing, among other things, for the merger of Target with and into the
Company in accordance with the terms and provisions of, and subject to the
conditions set forth in, the Merger Agreement (the "Merger"), as a result of
which all outstanding shares of the Target's common stock, par value $0.01 per
share ("Target Common Stock"), will be converted into the right to receive
shares of the Company's common stock, par value $0.01 per share ("Company
Common Stock"), on the basis set forth in the Merger Agreement, and all
outstanding shares of Target's 12% preferred stock par value $20.00 per share
(the "Preferred Stock"), and all outstanding shares of Target's convertible
preferred stock, par value $20.00 per share (the "Convertible Stock"), will be
converted into the right to receive shares of the Company's 7% convertible
preferred stock, par value $0.01 per share (the "Company Convertible Preferred
Stock"), and shares of Company Common Stock, in each case on the basis set
forth in the Merger Agreement; and

WHEREAS, upon consummation of the Merger, Target will be merged with
and into the Company and Target's separate corporate existence will cease;
and

WHEREAS, the Stockholder is the owner, beneficially and of record, of
the number of shares of Company Common Stock (the "Shares") identified on the
signature page of this Agreement; and

WHEREAS, the Stockholder has agreed to vote the Shares in favor of the
Merger and the issuance of the Merger Consideration upon consummation thereof
at the Company's Stockholders' Meeting; and

WHEREAS, as a condition to Target's willingness to enter into the
Merger Agreement, the Stockholder has agreed, upon the terms and subject to the
conditions set forth herein, to enter into this Agreement and to grant Target
an irrevocable proxy (the "Proxy"), with respect to the Shares;
<PAGE> 27

NOW, THEREFORE, to induce Target to enter into the Merger Agreement and
in consideration of the aforesaid and the representations, warranties,
covenants and agreements set forth herein and in the Merger Agreement,
including the benefits that the parties hereto expect to derive from the
Merger, the receipt and sufficiency of all of which are hereby acknowledged by
the parties, the parties hereto agree as follows:

1. Revocation of Prior Proxies. The Stockholder hereby revokes all
previous proxies granted with respect to any of the Shares owned by the
Stockholder that would conflict with the terms of the Proxy granted hereby.

2. Grant of Irrevocable Proxy. The Stockholder hereby irrevocably
constitutes and appoints the Target and Robert F. Vagt, President and Chief
Operating Officer of Target, and Russell L. Allen, Senior Vice President and
Chief Financial Officer of Target, in their respective capacities as officers
of Target, and any individual, who shall hereafter succeed to the office of
President and Chief Executive Officer or Vice President and Chief Financial
Officer, respectively, of Target, and each of them individually, as its true
and lawful proxy and attorney-in-fact, with full power of substitution, for
and in the name, place and stead of the Stockholder, to call and attend any and
all meetings of the Company's stockholders, including the Company's
Stockholders' Meeting, at which the Merger Agreement and the Merger and the
issuance of the Merger Consideration by the Company upon consummation of the
Merger is to be considered and voted upon by the Company's stockholders, and any
adjournments thereof, to execute any and all written consents of stockholders
of the Target, and to vote all of the Shares and any and all shares of any other
class of capital stock of the Target presently or at any future time owned
beneficially or of record by the Stockholder, including any and all securities
having voting rights issued or issuable in respect thereof, which the
Stockholder is entitled to vote other than as set forth on Exhibit B hereto
(all of the foregoing being collectively referred to as the "Subject Stock"),
and to represent and otherwise act as the Stockholder could act, in the same
manner and with the same effect as if the Stockholder were personally present,
at any such annual, special or other meeting of the stockholders of the Company
(including the Company's Stockholders' Meeting), and at any adjournment thereof
(a "Meeting"), or pursuant to any written consent in lieu of meeting or
otherwise; provided, however, that any such vote or consent in lieu thereof or
any other action so taken shall be solely for the purposes of (i) voting in
favor of the Merger Agreement and the Merger, the issuance of the Merger
Consideration upon consummation of the Merger and any transactions contemplated
thereby or (ii) rejecting any proposal for any merger agreement or merger
(other than the Merger Agreement and the Merger), consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by the Company or amendment of the Company's
Restated Certificate of Incorporation or By-laws, except to the extent
contemplated in the Merger Agreement, or any other transaction or action which
is intended to frustrate or impair the right or ability of the Company, on the
one hand, and the Target, on the other hand, to consummate the Merger (a
"Competing Proposal"). Such attorneys and proxies are hereby

-2-
<PAGE> 28

authorized to vote the Subject Stock in accordance with the terms of the Proxy
contemplated hereby.

3. Vote in Favor of Merger and Merger Agreement. If Target is unable
or declines to exercise the power and authority granted by the Proxy for any
reason, the Stockholder covenants and agrees (i) to vote all the Subject Stock
in favor of approval and adoption of the Merger Agreement and the Merger, the
issuance of the Merger Consideration upon consummation of the Merger and the
transactions contemplated thereby at any Meeting (including the Company's
Stockholders' Meeting) and, upon request of Target, to provide the
Stockholder's written consent thereto, and (ii) unless otherwise requested by
Target, to vote all the Subject Stock against any Competing Proposal at any
Meeting and to refuse to provide the Stockholder's written consent thereto.

4. No Action Without Target's Consent. The Stockholder hereby
covenants and agrees that it will not vote or take any action by written
consent of stockholders in lieu of meeting on any matter that is subject to the
Proxy without Target's prior written consent.

5. Negative Covenants of the Stockholder. Except to the extent
contemplated herein or in the Merger Agreement, the Stockholder hereby
covenants and agrees that the Stockholder will not, and will not agree to,
directly or indirectly, (a) sell, transfer, assign, cause to be redeemed or
otherwise dispose of any of the Subject Stock or enter into any contract,
option or other agreement or understanding with respect to the sale, transfer,
assignment, redemption or other disposition of any Subject Stock; or (b) grant
any proxy, power-of-attorney or other authorization or interest in or with
respect to such Subject Stock pertaining or relating to the Merger Agreement,
the Merger, the issuance of the Merger consideration upon consummation of the
Merger, or any of the transactions contemplated thereby or any Competing
Proposal; or (c) deposit such Subject Stock into a voting trust to enter into a
voting agreement or arrangement with respect to such Subject Stock unless and
until, in the case of (a), (b) or (c) above, the Stockholder shall have taken
all actions (including, without limitation, the endorsement or a legend on the
certificates evidencing such Subject Stock) reasonably necessary to ensure that
such Subject Stock shall at all times be subject to all the rights, powers and
privileges granted or conferred, and subject to all the restrictions, covenants
and limitations imposed, by this Agreement and shall have caused any transferee
of any of the Subject Stock to execute and deliver to the Company, an Agreement
and Irrevocable Proxy, in substantially the form of this Agreement with respect
to the Subject Stock. The Stockholder further covenants and agrees that the
Stockholder will not (a) initiate, encourage, participate in or solicit,
directly or indirectly, or engage in discussions or negotiations with respect
to, any inquiries or the making of any proposal with respect to, or engage in
negotiations concerning or provide any confidential information or data to, any
person relating to, any Competing Proposal or (b) take any other action (other
than, to the extent contemplated in this Agreement, voting at the Company's
Stockholders' Meeting for approval of the Merger Agreement, the Merger, the
issuance of the Merger Consideration upon consummation of the

-3-
<PAGE> 29
Merger and the transactions contemplated thereby or any actions intended to
assist the consummation of the Merger or the satisfaction of the conditions
specified in Article VI of the Merger Agreement) the effect of which, directly
or indirectly, would be to frustrate Target's ability to exercise the Proxy or
consummate the Merger. Nothing contained herein shall be construed in any way
as affecting the right of the Stockholder to grant a security interest, by way
of pledge, by hypothecation or otherwise, in the Subject Stock in connection
with bona fide credit arrangements or as requiring the lender in such bona fide
credit arrangement to be bound by the terms of this Agreement, provided that
the Stockholder shall promptly notify the Target of any such grant.

6. Negative Covenants of the Target. The Target covenants and agrees
that it will not (a) amend in any material respect (i) the Merger Agreement or
(ii) the form of Certificate of Designations, Rights and Preferences attached
as Schedule I to the Merger Agreement, unless it obtains the Stockholder's
prior written consent thereto, or (b) modify the terms of the Agreement and
Irrevocable Proxy between the Target and Olympia & York SF Holdings
Corporation, unless the Target shall have offered to modify the terms of this
Agreement and Irrevocable Proxy in the same manner and the Stockholder has
elected not to accept such offer. Provided that the Target shall have notified
the Stockholder of any such amendment or modification, the Target and the
Stockholder hereby agree that the sole remedy of the Stockholder for a breach
by the Target of the foregoing covenant shall be to elect to terminate this
Agreement by notice to the Target.

7. Stockholder's Representations and Warranties. The Stockholder
represents and warrants to Target that (a) the Stockholder has duly authorized,
executed and delivered this Agreement and this Agreement constitutes a valid
and binding agreement and neither the execution and delivery of this Agreement
nor the consummation by the Stockholder of the transactions contemplated hereby
will constitute a violation of, a default under, or conflict with any contract,
commitment, agreement, understanding, arrangement or restriction of any kind to
which the Stockholder is a party or by which the Stockholder is bound; or (b)
consummation by the Stockholder of the transactions contemplated hereby will
not violate, or require any consent, approval, or notice under, any provision
of law other than a filing on Form 13D that may be required under the
Securities Exchange Act of 1934, as amended; (c) except to the extent
contemplated herein and except as described in the final sentence of this
Section 6, the Subject Stock and the certificates representing same are now and
at all times during the term of this Agreement will be held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all liens, claims, security interests, proxies, voting trusts or agreements
or any other encumbrances whatsoever ("Encumbrances") with respect to the
ownership or voting of the Subject Stock or otherwise, other than Encumbrances
created by or arising pursuant to this Agreement; and there are no outstanding
options, warrants or rights to purchase or acquire, or proxies,
powers-of-attorney, voting agreements, trust agreements or other agreements
relating to, the Subject Stock other than this Agreement; (d) except as set
forth on Exhibit B, such Subject Stock constitutes all of the securities of the
Company

-4-
<PAGE> 30

owned beneficially or of record by the Stockholder on the date hereof; and (e)
the Stockholder has the present power and right to vote all of the Subject
Stock as contemplated herein. The Stockholder hereby advises the Target that
the Shares are pledged as security under that certain Loan Agreement between
the Stockholder and Manufacturers Hanover Trust Company of New York, and that
no default, event of default, or event of acceleration has occurred thereunder.

8. Certain Defined Terms. Unless otherwise expressly provided herein,
all capitalized terms used herein without definition shall have the meanings
assigned to them in the Merger Agreement.

9. Choice of Law. The terms and provisions of this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
without giving effect to the provisions thereof relating to conflicts of law.

10. Binding Effect; Assignability. The terms and provisions of this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the successors and permitted assigns of the parties hereto. This Agreement and
the rights hereunder may not be assigned or transferred by the Target, except
with the prior written consent of the Stockholder.

11. Term. This Agreement shall terminate at the earlier of (i) the
Effective Time, or (ii) the termination of the Merger Agreement in accordance
with its terms, or (iii) upon written notice of termination of this Agreement
given by Target to the Stockholder expressly referring to this paragraph, or
(iv) the revocation by the Target of the recommendation to its stockholders to
approve the Merger, the Merger Agreement, and the transactions contemplated
thereby or (v) termination of this Agreement in accordance with Section 7
hereof or (vi) June 30, 1992.

12. Irrevocable Proxy Coupled With an Interest. The Stockholder
acknowledges that the Target will enter into the Merger Agreement in reliance
upon this Agreement, including the Proxy, and that the Proxy is granted in
consideration for the execution and delivery of the Merger Agreement by the
Target. THE STOCKHOLDER AGREES THAT THE PROXY AND ALL OTHER POWER AND
AUTHORITY INTENDED TO BE CONFERRED HEREBY IS COUPLED WITH AN INTEREST
SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE POWER AND, EXCEPT AS PROVIDED IN
PARAGRAPH 11 ABOVE, SHALL NOT BE TERMINATED BY ANY ACT OF THE STOCKHOLDER BY
LACK OF APPROPRIATE POWER OR AUTHORITY OR BY THE OCCURRENCE OF ANY OTHER EVENT
OR EVENTS.

13. Specific Performance. The parties acknowledge and agree that
performance of their respective obligations hereunder will confer a unique
benefit on the other and that a failure of performance will result in
irreparable harm to the other and will not be compensable by money damages. The
parties therefore agree that this Agreement, including the Proxy, shall be
specifically enforceable and that specific enforcement and injunctive relief
shall be a

-5-
<PAGE> 31

remedy properly available to the Target and the Stockholder for any breach of
any agreement, covenant or representation of the other hereunder.

14. Further Assurance. The Stockholder will, upon request, execute
and deliver any additional documents and take such further actions as may
reasonably be deemed by the Target or its counsel to be necessary or desirable
to carry out the provisions hereof.

15. Severability. If any term, provision, covenant or restriction of
this Agreement, or the application thereof to any circumstance shall, to any
extent, be held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement or the application thereof to any other
circumstance, shall remain in full force and effect, shall not in any way be
affected, impaired or invalidated and shall be enforced to the fullest extent
permitted by law.

16. Counterparts. This Agreement and Irrevocable Proxy may be
executed in counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same document.

-6-
<PAGE> 32

IN WITNESS WHEREOF, the Target and the Stockholder have duly executed
this Agreement or caused this Agreement to be duly executed as of the date
first set forth hereinabove.

THE STOCKHOLDER

ITEL CORPORATION

By: ROD DAMMEYER
-----------------------------
Its: President

Shares Owned:

8,064,005 shares of Company Common Stock

TARGET

ADOBE RESOURCES CORPORATION

By: STANLEY R. RAWN, JR.
-----------------------------
Its: Chief Executive Officer

-7-
<PAGE> 33
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*

SANTA FE ENERGY RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

802-012-104
--------------------------------------------------------
(CUSIP Number)

December 31, 1992
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

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.

Page 1 of 6
<PAGE> 34
SCHEDULE 13D

CUSIP NO. 802-012-104 Page 2 of 6 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 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

7 SOLE VOTING POWER
NUMBER OF 8,064,005
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,064,005
WITH
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,064,005

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9%

14 TYPE OF REPORTING PERSON*
CO

<PAGE> 35

Itel Corporation, a Delaware corporation ("Itel" or the "Company"), hereby
amends the Statement on Schedule 13D, as filed on November 29, 1990 and amended
on December 18, 1991 (the "Statement"), with respect to the shares of Common
Stock, $0.01 par value (the "Common Stock"), of Santa Fe Energy Resources,
Inc., a Delaware Corporation (the "Issuer"). Unless otherwise indicated,
capitalized terms used below but not defined herein shall have the meanings
assigned to such terms in the Statement.

Item 2. Identity and Background.

The second paragraph of Item 2 is amended as follows:

Itel and its subsidiaries are primarily engaged in the distribution of wiring
systems products for the transmission of power and voice, data and video
communications by Anixter Bros., Inc. and its subsidiaries. Its railcar fleet
has been transferred to a trust and by the trust to a partnership which has
leased the fleet to a third party under a long-term lease and the trust has
issued long-term bond payable from its distributions from the partnership.
Itel also owns approximately 12.4% of the common stock of Catellus Development
Corporation.

The fourth paragraph of Item 4 is amended to read as follows:

As described in this paragraph, Samuel Zell, Chairman of the Board of Itel,
B. Ann 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 31% of Itel's outstanding
common stock, without giving effect to warrants and options to purchase Itel
common stock held by Mr. Zell, Mrs. Lurie, Mrs. Rosenberg and their
affiliates, or 32% 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. Lurie and Mrs. Rosenberg disclaim
beneficial ownership of the Common Stock owned by Itel.

The following new information is added to Item 2:

According to a Schedule 13D filed by HC Associates, a Delaware general
partnership ("HC"), on January 8, 1993 ("HC 13D"), HC has acquired 10,211,078
shares of Common Stock. The HC 13D states (a) the Zell/Chilmark Fund, L.P.,
("Zell/Chilmark") has a 49.044606% partnership interest in HC, (b) the sole
general partner of Zell/Chilmark is ZC Limited Partnership, an Illinois limited
partnership ("ZC Limited"), (c) the sole general partner of ZC Limited is ZC
Partnership, a Delaware general partnership ("ZC"), (d) ZC's partners include
ZC, Inc., an Illinois corporation ("ZCI"), and (e) the Samuel Zell Revocable
Trust under trust agreement dated 1/17/1990 is the sole shareholder of ZCI.

Page 3 of 6
<PAGE> 36

Samuel Zell, Chairman of the Board of Directors of Itel, is the sole trustee
and beneficiary of the Samuel Zell Revocable Trust. Rod Dammeyer, a director
and President and Chief Executive Officer of Itel, Sheli Rosenberg, a director
of Itel, Gary Hill, Senior Vice President-Finance of Itel, and James Knox,
Senior Vice President, General Counsel and Secretary of Itel, are general
partners of COP Seniors General Partnership, an Illinois general partnership,
which is a limited partner of ZC Limited. Messrs. Zell, Dammeyer, Knox and
Hill and Mrs. Rosenberg disclaim beneficial ownership of the Common Stock
owned by HC.

The HC 13D further states (a) GKH Investments, L.P. has a 47.257861%
partnership interest in HC and GKH Partners, L.P., as nominee for GKH Private
Limited, has a 1.786745% partnership interest in HC, (b) the sole general
partner of GKH Investments, L.P., a Delaware limited partnership, is GKH
Partners, L.P., a Delaware limited partnership, ("GKH"), (c) the general
partners of GKH include JAKK Holding Corp., a Nevada corporation ("JAKK"), and
HGM Associates Limited Partnership, an Illinois limited partnership ("HGMLP"),
(d) the sole director, stockholder and principal officer of JAKK is Melvyn N.
Klein, (e) the sole general partner of HGMLP is HGM Corporation, A Nevada
corporation ("HGM"), (f) the officers and directors of HGM are Jay A. Pritzker,
Thomas J. Pritzker, Glen Miller and Harold S. Handelsman, and (g) all the stock
of HGM is owned by a trust, the beneficiaries of which are lineal descendants
of Nicholas J. Pritzker (deceased) and certain of their current and former
spouses. Mr. Klein is a director of Itel. TIG Partners, L.P., an Illinois
limited partnership ("TIG"), owns 11% of Itel's common stock. According to a
Schedule 13D filed by TIG on April 5, 1991, the general partner of TIG is PDA
Corp., a Delaware corporation, the officers and directors of which are Penny
Pritzker, Allen Turner, Glen Miller, J. Kevin Poorsman and Harold S. Handelsman
and the sole stockholder of which is Nicholas J. Pritzker.

The remainder of the information required by Item 2 is in the Statement or
the HC 13D.

Item 3. Source and Amount of Funds or Other Consideration.

See Item 5 and HC 13D.

Item 4. Purpose of the Transaction.

See Item 5 and HC 13D.

Page 4 of 6
<PAGE> 37

Item 5. Interest in Securities of the Issuer.

The second and third paragraphs of Item 5 are amended to read as follows:

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 of Itel, B. Ann Lurie and Sheli Z. Rosenberg, a director
of Itel, might be deemed to be beneficial owners of approximately 31% of Itel's
outstanding common stock, without giving effect to warrants and options to
purchase Itel common stock held by Mr. Zell, Mrs. Lurie, Mrs. Rosenberg and
their affiliates, or 32% of 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.

Also see Item 2 and the HC 13D for information about Common Stock held
by HC, the transactions in which that stock was acquired, the sources of funds
for those transactions, the purpose of those transactions, and the interests of
various persons in those transactions.

Except as set forth herein, to the best of Itel's knowledge, none of
the directors or officers of Itel beneficially owns any shares of the Common
Stock or engaged in any transactions in Common Stock during the past 60 days,
except for the following: (i) James Knox, Senior Vice President, General
Counsel and Secretary of Itel, and his spouse own 50,000 shares of Common
Stock, of which 10,000 shares were acquired on November 17, 1992 for $8.125 per
share in transactions on the New York Stock Exchange ("NYSE") with funds from a
joint margin account with Prudential Securities; (ii) Gary Hill, Senior Vice
President-Finance of Itel owns 1300 shares of Common Stock; (iii) William
Wolfe, Vice President-Taxes, owns 2000 shares of Common Stock acquired on
December 3, 1992 for $7.875 per share in transactions on the NYSE with personal
funds; (iv) John McNicholas, Vice President-Controller of Itel, and his spouse
own 480 shares of Common Stock, and (v) Melvyn N. Klein, a director of Itel,
owns 60 shares of Common Stock. All the above individuals purchased their
shares for investment. Itel disclaims beneficial ownership of the Common Stock
owned by HC and the above individuals and the above individuals and the
entities and individuals described in Item 2 disclaim beneficial ownership of
the Common Stock owned by Itel.

Page 5 of 6
<PAGE> 38

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: January ____, 1993 ITEL CORPORATION

By: James E. Knox
-----------------------------
James E. Knox
Senior Vice President,
General Counsel and Secretary

Page 6 of 6
<PAGE> 39
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*

SANTA FE ENERGY RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

802-012-104
--------------------------------------------------------
(CUSIP Number)

February 10, 1993
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

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.

Page 1 of 4
<PAGE> 40
SCHEDULE 13D

CUSIP NO. 802-012-104 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 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

7 SOLE VOTING POWER
NUMBER OF 8,064,005
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 8,064,005
WITH
10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,064,005

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9%

14 TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE> 41
Itel Corporation, a Delaware corporation ("Itel" or the "Company"), hereby
amends the Statement on Schedule 13D, as filed on November 29, 1990 and amended
on December 18, 1991 and December 31, 1992 (the "Statement"), with respect to
the shares of Common Stock, $0.01 par value (the "Common Stock"), of Santa Fe
Energy Resources, Inc., a Delaware corporation (the "Issuer"). Unless
otherwise indicated, capitalized terms used below but not defined herein shall
have the meanings assigned to such terms in the Statement.

Item 4. Purpose of Transaction.

Add the following new paragraph between first and second paragraphs:

Itel may consult from time to time with other large stockholders of
the Issuer, including HC Associates, on whether plan or proposals
could and should be developed which would be related to or would
result in any of the actions referred to in clauses (a) through (j)
of Item 4 of Schedule 13D (see description below). Should such
consultation occur and commitments or understanding relative to
actions referred to in the aforesaid clauses result, then this
Schedule 13D will be appropriately amended. Itel is aware that HC
Associates intends to seek representation on the Issuer's Board of
Directors, and, although no understanding or commitment exists
relative thereto, Itel intends to support the election of HC
Associates representatives to the Issuer's Board.

Page 3 of 4
<PAGE> 42
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: February 11, 1993 ITEL CORPORATION

By: James E. Knox
-------------------------------------
James E. Knox
Senior Vice President,
General Counsel and Secretary

Page 4 of 4