CRAMER ROSENTHAL MCGLYNN LLC /ADV
SC 13G, 1999-01-12
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2 (b)

                                (Amendment No. )*

                                   Imall, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                    Common Stock, par value $0.001 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   45244 X 306
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 15, 1997
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
      |X| Rule 13d-1(b)
      |_| Rule 13d-1(c)
      |_| Rule 13d-1(d)

*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>

================================================================================
CUSIP No. 45244 X 30 6                13G                      Page 2 of 5 Pages
================================================================================
(1)   NAMES OR REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

      Cramer Rosenthal McGlynn, LLC
- --------------------------------------------------------------------------------
(2)   CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

      (a) |_|
      (b) |X|
- --------------------------------------------------------------------------------
(3)   SEC USE ONLY

- --------------------------------------------------------------------------------
(4)   CITIZENSHIP OR PLACE OF ORGANIZATION

      Delaware
- --------------------------------------------------------------------------------
                                          (5)   SOLE VOTING POWER

                                                         19,531
                                          --------------------------------------
                                          (6)   SHARED VOTING POWER
NUMBER OF SHARES  
BENEFICIALLY OWNED                                    2,398,062
BY EACH REPORTING                         --------------------------------------
PERSON WITH                               (7)   SOLE  DISPOSITIVE POWER
                                          
                                                         19,531
                                          --------------------------------------
                                          (8)   SHARED DISPOSITIVE POWER
                                          
                                                      2,398,062
- --------------------------------------------------------------------------------
(9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      2,417,593
- --------------------------------------------------------------------------------
(10)  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)               |_|
- --------------------------------------------------------------------------------
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            20.57%
- --------------------------------------------------------------------------------
(12)  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            IA
================================================================================

Item 1.

      (a)   Name of Issuer.

            Imall, Inc.

      (b)   Address of Issuer's Principal Executive Offices.

            4400 Coldwater Canyon Blvd.
            Suite 200
            Studio City, CA  91604
Item 2.

      (a)   Name of Person Filing.

            This Schedule 13G is being filed with respect to shares of Common
            Stock of the Issuer which are beneficially owned by Cramer Rosenthal
            McGlynn, LLC. See Item 4 below.

      (b)   Address of Principal Business Office or, if none, Residence.

            The principal business address of the reporting person is:

            707 Westchester Avenue
            White Plains, New York  10604

      (c)   Citizenship.

            The reporting person is a Delaware limited liability company

      (d)   Title of Class of Securities.

            Common Stock, par value $0.001 per share

      (e)   CUSIP Number.

            45244 X 306

Item  3.    If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
            or (c), check whether the person filing is a:

      (a)   |_| Broker or dealer registered under Section 15 of the Act.
      (b)   |_| Bank as defined in Section 3(a)(6) of the Act.
      (c)   |_| Insurance Company as defined in Section 3(a)(19) of the Act.
      (d)   |_| Investment Company registered under Section 8 of the Investment
                Company Act.
      (e)   |X| Investment Adviser in accordance with Sec.
                240.13d-1(b)(1)(ii)(E).
      (f)   |_| Employee Benefit Plan or Endowment Fund in accordance with Sec.
                240.13d-1(b)(1)(ii)(F).
      (g)   |_| Parent holding company, in accordance with Sec.
                240.13d-1(b)(ii)(G).
      (h)   |_| A savings association as defined in Section 3(b) of the Federal
                Deposit Insurance Act.


                               Page 3 of 5 Pages
<PAGE>

      (i)   |_| A church plan that is excluded from the definition of an
                investment company under Section 3(c)(14) of the Investment
                Company Act of 1940.
      (j)   |_| Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).

      If this statement is filed pursuant to Sec. 240.13d-1(c), check this box
|_|.

Item 4.     Ownership

      (a)   Amount Beneficially Owned.

            2,417,593 shares

      (b)   Percent of Class.

            20.57%

      (c)   Number of shares as to which such person has

            (i)   sole power to vote or to direct the vote:               19,531

            (ii)  shared power to vote or to direct the vote:          2,398,062

            (iii) sole power to dispose or to direct the
                  disposition of:                                         19,531

            (iv)  shared power to dispose or to direct the
                  disposition of:                                      2,398,062

Item 5.     Ownership of Five Percent or Less of a Class.

            If this statement is being filed to report the fact that as of the
            date hereof the reporting person has ceased to be the beneficial
            owner of more than five percent of the class of securities, check
            the following [ ]

Item 6.     Ownership of More than Five Percent on Behalf of Another Person.

            Not applicable.

Item 7.     Identification and Classification of the Subsidiary Which
            Acquired the Security Being Reported on by the Parent Holding
            Company.

            Not applicable.

Item 8.     Identification and Classification of Members of the Group.

            Not applicable.

Item 9.     Notice of Dissolution of Group.

            Not applicable.


                               Page 4 of 5 Pages
<PAGE>

Item 10.    Certification.

      By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and were not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and were not held in connection
with or as a participant in any transaction having that purpose or effect.

                                    SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                        Cramer Rosenthal McGlynn, LLC


Date: January 12, 1999                         By: /s/ Michael Marrone
                                                  ------------------------------
                                               Name: Michael Marrone
                                               Title: Principal Director of
                                                      Operations

      Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).



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