SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
INTERNATIONAL LEISURE HOSTS, LTD.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
459759 10 6
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(CUSIP Number)
Paul Lewinthal
1702 East Highland, Suite 312, Phoenix, Arizona 85016 602/955-6100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notes and Communications)
March 12, 1997
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(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 [ ].
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).
(Continued on following page(s))
<PAGE>
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CUSIP NO. 459759 10 6 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PAUL LEWINTHAL
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
Item 1. Security and Issuer.
This Statement relates to Common Stock, par value $.01 per
share, of International Leisure Hosts, Ltd., a Wyoming corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 1702 E.
Highland, Suite 312, Phoenix, Arizona 85016.
Item 2. Identity and Background.
This Statement is being filed by:
(a) Paul Lewinthal.
(b) Filing persons' address: 1702 E. Highland, Suite 312, Phoenix,
Arizona 85016.
(c) Paul Lewinthal's principal occupation is an investor for his
own account.
(d) To the best of the filing persons' knowledge, during the last
five years, none of the persons named in this Item 2 has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) To the best of the filing persons' knowledge, during the last
five years, none of the persons named in this Item 2 has been
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.
(f) United States.
Item 3. Source and Amount of Funds or Other Consideration.
On March 12, 1997 Paul Lewinthal resigned from his position as
proxy of the following trusts organized under Arizona law: J.J. Fisher Trust,
Elizabeth A. Nicoli Children's Trust dated 12/12/74 FBO Joseph P. Nicoli,
Elizabeth A. Nicoli Children's Trust dated 12/12/74 FBO Susan Walker, Elizabeth
A. Nicoli Children's Trust dated 12/12/74 FBO Toni Jo Nicoli, 1992 Jennifer J.
Walker Trust, 1992 Shawn D. Walker Trust, the A.J. Nicoli Charitable Foundation
and the 1978 Nicoli Children's Trust. Neither the grant nor the withdrawl of
proxy power involved any exchange of consideration.
Item 4. Purpose of Transaction.
On March 12, 1997, Paul Lewinthal resigned from his position
as proxy of the trusts identified in Item 3. As of his resignation, Mr.
Lewinthal has no beneficial ownership of any of the Issuer's Comon Stock.
Page 3 of 6 Pages
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Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of Common Stock
beneficially owned by Paul Lewinthal is 0 and 0%, respectively.
Before his March 12, 1997 resignation, Mr. Lewinthal was
the proxy and trustee (through January 1, 1997) for six trusts and proxy for the
A.J. Nicoli Charitable Foundation and the 1978 Nicoli Children's Trust. The
aggregate number and percentage of Common Stock beneficially owned by Mr.
Lewinthal through J. J. Fisher Trust was 61,500 and 8.8%, respectively. The
aggregate number and percentage of Common Stock beneficially owned by Mr.
Lewinthal through the Elizabeth A. Nicoli Children's Trust dated 12/12/74 FBO
Joseph P. Nicoli was 39,021 and 5.6%, respectively. The aggregate number and
percentage of Common Stock beneficially owned by Mr. Lewinthal through the
Elizabeth A. Nicoli Children's Trust dated 12/12/74 FBO Susan Walker was 39,021
and 5.6%, respectively. The aggregate number and percentage of Common Stock
beneficially owned by Mr. Lewinthal through the Elizabeth A. Nicoli Children's
Trust dated 12/12/74 FBO Toni Jo Nicoli was 39,022 and 5.6%, respectively. The
aggregate number and percentage of Common Stock beneficially owned by Mr.
Lewinthal through the 1992 Jennifer J. Walker Trust was 35,014 and 5.0%,
respectively. Mr. Lewinthal was the reporting beneficial owner of 55,015 shares
of Common Stock or 7.9% of the 1992 Shawn D. Walker Trust. As proxy for the A.J.
Nicoli Charitable Foundation and the 1978 Nicoli Children's Trust, Mr. Lewinthal
was the reporting beneficial owner of 93,034 and 105,042, respectively, shares
of Common Stock, representing 13.4% and 15.1%, respectively, of the Common
Stock.
(b) Paul Lewinthal has no beneficial ownership in
Issuer's Common Stock.
(c) Paul Lewinthal resigned from the position of proxy of
the Trusts identified in Item 3 as of March 12, 1997.
Mr. Lewinthal currently has no beneficial ownership
in Issuer's Common Stock.
(d) Not applicable.
(e) March 12, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Paul Lewinthal resigned from the position of proxy of the
Trusts identified in Item 3 as of March 12, 1997. Each of the Trusts named in
Item 3 has granted irrevocable co-proxies in favor of William S. Levine and Mark
G. Sauder.
Page 4 of 6 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
1. Resignation, dated March 12, 1997, of Paul Lewinthal as
proxy under the Irrevocable Proxy Agreement dated February 1, 1995.
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
May 30, 1997
/s/ PAUL LEWINTHAL
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PAUL LEWINTHAL
Page 6 of 6 Pages
<PAGE>
EXHIBIT 1
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RESIGNATION OF PROXY
I, Paul Lewinthal, hereby resign as the Proxy under the Irrevocable Proxy
Agreement dated February 1, 1995 (the "Proxy Agreement"). Pursuant to the Proxy
Agreement, William S. Levine and Mark G. Sauder are hereby the successor
Co-Proxies.
Signed:
/s/ Paul Lewinthal
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Paul Lewinthal, Proxy under The
` Irrevocable Proxy Agreement dated
February 1, 1995
State of Arizona )
County of Maricopa ) ss.
)
Subscribed and sworn to before me, the undersigned Notary Public, came Paul
Lewinthal as proxy under the Irrevocable Proxy Agreement dated February 1, 1995,
and executed this Agreement this 12th day of March, 1997.
/s/ Kym A. Osmundson
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Notary Public
The following undersigned hereby agree to act as successor Co-Proxies under the
Proxy Agreement effective on March 11, 1997.
/s/ William S. Levine
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William S. Levine
/s/ Mark G Sauder
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Mark G. Sauder
