<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19 )*
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)
February 15, 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. 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 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 5,714,017
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
5,714,017
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)
19.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<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 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 1,404,087
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,404,087
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,404,087
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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 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 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 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 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 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 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 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
33,333
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
<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 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 26,576
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. 18 to Schedule 13D,
the following sales of shares to the Issuer have occurred:
<TABLE>
<CAPTION>
Date Selling Number of Price per
Shareholder Shares Share
----------------------------------------------------------------------
<S> <C> <C> <C>
12/16/94 SZRL 9,800 $34.2057
12/19/94 SZRL 69,800 34.00
12/21/94 SZRL 15,600 34.125
12/28/94 SZRL 19,400 34.4866
1/3/95 SZRL 2,300 34.2197
1/3/95 SZRL 1,000 33.75
1/4/95 SZRL 16,700 33.8621
1/5/95 SZRL 3,500 33.50
1/6/95 SZRL 34,600 33.875
1/10/95 SZRL 3,500 34.625
1/16/95 SZRL 12,100 35.875
1/24/95 SZRL 11,100 36.00
1/25/95 SZRL 6,200 36.00
1/26/95 SZRL 34,800 36.00
1/27/95 SZRL 4,200 36.00
1/30/95 SZRL 3,500 35.50
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C> <C>
2/14/95 SZRL 24,300 35.00
2/15/95 SZRL 26,300 35.375
2/16/95 SZRL 24,100 35.375
2/17/95 SZRL 22,400 35.625
</TABLE>
Net Consideration received by SZRL for the sale of the 322,800
Shares was $12,014,808.28.
As of the date hereof, and to the best knowledge of the
Reporting Persons, there are 28,597,510 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
25.6% of the Shares which would be issued and outstanding upon
the exercise of such options. Of such Shares, 5,714,017, or
19.9%, are owned beneficially by Riverside; 1,404,087, or
4.9%, 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.
ITEM 4. PURPOSE OF TRANSACTION
It was disclosed in Schedule 13D and Amendments thereto that
the Reporting Persons may (i) purchase additional shares of Common Stock in the
open market or in private transactions, depending on market conditions, (ii)
determine to continue to hold shares of Common Stock presently owned or
hereafter acquired or (iii) dispose of all or a portion of such shares. The
Issuer has announced various buy-back programs of Common Stock. The Issuer,
from time to time, has offered to repurchase shares from the Reporting Persons
at prices similar to those paid by the Issuer for shares purchased in the open
market. The Reporting Persons have determined, from time to time, to sell
shares to the Issuer in order to keep their overall ownership interest in the
Issuer at the same general percentage range. The Reporting Persons may
continue to sell shares to the Issuer or may determine at any time to
discontinue such sales.
<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: February 22, 1995
<TABLE>
<S> <C>
RIVERSIDE PARTNERS, an Illinois EQUITY HOLDINGS, an Illinois general
limited partnership 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
</TABLE>
