<PAGE>
-------------------------------
OMB APPROVAL
-------------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response....14.90
-------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
INDUSTRIAL TRAINING CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
456 385 103
------------------------------------------------------------------
(CUSIP Number)
J.B. Doherty
TDH II Limited, Bldg. 1 Suite 301, Rosemont, PA 19010
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1997
--------------------------------------------------------
(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>
- -------------------------------------------------------------------------------
CUSIP No. 456 385 103 SCHEDULE 13D Page 2 of 6 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TDH II Limited
- ------------------------------------------------------------------------------
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
Pennsylvania Limited Partnership
- ------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 0
BENEFICIALLY |-----|--------------------------------------------------------
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 0
REPORTING |-----|--------------------------------------------------------
PERSON WITH | 9 | SOLE DISPOSITIVE POWER
| | 0
|-----|--------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | 0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
- -------------------------------------------------------------------------------
CUSIP No. 456 385 103 SCHEDULE 13D Page 3 of 6 Pages
- -------------------------------------------------------------------------------
This Amendment No. 2 to Schedule 13D is being filed on behalf of TDH II
Limited ("TDH") and amends and restates the previously filed Schedule 13D as
amended. Reference is made to the Schedule 13D dated October 8, 1993 and
Amendment #1 dated October 6, 1995.
1. Security and Issuer
The class of equity securities to which this statement relates is the
Common Stock, $.10 par value per share (the "Common Stock"), of ITC Learning
Corporation, (formerly Industrial Training Corporation), a Maryland corporation
(the "Company"), whose principal executive offices are located at 13515 Dulles
Technology Drive, Herndon, Virginia 22071
2. Identity and Background
This statement on Schedule 13D is filed on behalf of TDH II Limited, a
Pennsylvania limited partnership ("TDH").
The three general partners of TDH are: J. B. Doherty, Jarrett B. Kling
and TDH Administrative Services, Inc. a Pennsylvania corporation. The following
information is provided for TDH and each of its general partners:
TDH
TDH was a Pennsylvania limited partnership which, as a venture
capital firm, invested in the securities of small and medium
size businesses. The location of its principal place of
business was Bldg. 1, Suite 301, Rosemont, PA 19010. TDH
ceased operations on or about 12/31/97.
J. B. Doherty - Managing General Partner
Business Address:
Bldg. 1 Suite 301
Rosemont, PA 19010
Present Principal Occupation:
Venture capital investor
<PAGE>
- -------------------------------------------------------------------------------
CUSIP No. 456 385 103 SCHEDULE 13D Page 4 of 6 Pages
- -------------------------------------------------------------------------------
Jarrett B. Kling - General Partner
Business Address:
CRA Real Estate Securities
259 Radnor-Chester Road
Suite 205
Radnor, PA 19087
Present Principal Occupation:
Investor
TDH Administrative Services, Inc. - General Partner
Business Address:
Radnor Court, Suite 210
Radnor, PA 19087
Present Business:
TDH Administrative Services, Inc. was a wholly-owned
subsidiary of TDH Capital Corp., a Pennsylvania corporation,
and provided accounting and related administrative services to
TDH. TDH Capital Corp. made investments in venture funds and a
variety of business entities.
The foregoing natural persons are citizens of the United States of
America. During the last five years, none of the foregoing natural persons,
corporations or TDH has been convicted in a criminal proceeding (excluding
traffic violations and misdemeanors). During the last five years, none of the
foregoing natural persons, corporations or TDH was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which any of such persons 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 a finding of any violation with respect
to such laws.
<PAGE>
- -------------------------------------------------------------------------------
CUSIP No. 456 385 103 SCHEDULE 13,D Page 5 of 6 Pages
- -------------------------------------------------------------------------------
3. Source and Amount of Funds or Other Consideration
TDH acquired securities, and rights to acquire securities, in CI
Acquisition Corporation, a Georgia corporation ("CI"), in a series of negotiated
transactions since May, 1990. On October 1, 1993, CI entered into an Agreement
and Plan of Merger dated as of September 30, 1993 (the
"Merger Agreement") between the Company and CI. On October 8, 1993, a
wholly-owned subsidiary of the Company ("Newco") was merged into CI (the
"Merger"), and, as a result of the Merger, CI became a wholly-owned subsidiary
of the Company, and TDH acquired the reported shares of Common Stock. Upon
completion of the Merger, a total of 620,000 shares were issued by the Company.
4. Purpose of Transaction
TDH sold 290,843 shares of Common Stock in a series of sales in the
public market commencing 5/7/97 and ending on 12/17/97. The TDH share holding
declined under 5% of the total outstanding shares of the Issuer with sales
occurring on 11/7/97.
5. Interest in Securities in the Issuer
As a result of TDH's sales of shares of Common Stock in the public
market, TDH no longer owns any shares of Common Stock of the Issuer.
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
7. Materials to be Filed as Exhibits
None.
<PAGE>
- -------------------------------------------------------------------------------
CUSIP No. 456 385 103 SCHEDULE 13D Page 6 of 6 Pages
- -------------------------------------------------------------------------------
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
TDH II LIMITED, a Pennsylvania Limited Partnership
BY: /s/ J.B. Doherty
----------------------------
J. B. Doherty
Managing General Partner
Dated: February 6, 1998
