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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Trans Leasing International, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
893245 10
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(CUSIP Number)
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<S> <C> <C>
Copy to: Copy to:
Larry S. Grossman Donald S. Lavin Carter W. Emerson
Trans Leasing Attorney of Law Kirkland & Ellis
International, Inc. 95 Revere Drive 200 E. Randolph Drive
3000 Dundee Road Suite C Chicago, Illinois 60601
Northbrook, IL 60062 Northbrook, IL 60062 312/861-2000
847/272-1000 847/272-1996
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 21, 1996
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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))
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SCHEDULE 13D
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CUSIP NO. 893245 10
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NAME OF REPORTING PERSON
1 Larry S. Grossman
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
2,066,000 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0 (See Item 5)
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,066,000 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,066,000 (See Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
49.8% (See Item 5)
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Trans Leasing International, Inc.
(CUSIP NO. 893245 10)
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01 per share
("Common Stock"), of Trans Leasing International, Inc. (the "Company"). The
address of the principal executive offices of the Company is 3000 Dundee Road,
Northbrook, IL 60062.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Larry S. Grossman ("Grossman"), an
individual and the administrator of the estate of Richard Grossman.
(b) The business address of Grossman is 3000 Dundee Road, Northbrook, IL
60062.
(c) The principal occupation of Grossman is that of Chief Executive Officer
and Chairman of the Board of the Company.
(d) During the past five years, Grossman has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Grossman was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which Grossman was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) Grossman is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Grossman obtained beneficial ownership of 1,927,000 shares of Common Stock
upon his qualification under Illinois law on October 21, 1996 as administrator
of the estate of Richard Grossman. In addition, Grossman purchased 4,000 shares
of Common Stock held by him with personal funds and was granted Warrants to
purchase 35,000 shares of Common Stock and Options to purchase 100,000 shares of
Common Stock by the Company.
ITEM 4. PURPOSE OF TRANSACTION.
Grossman, upon his qualification under Illinois law on October 21, 1996 as
administrator of the estate of Richard Grossman, acquired beneficial ownership
of 1,927,000 shares of Common Stock. Grossman is also direct beneficial owner
of 4,000 shares of Common Stock, of exercisable Warrants permitting him to
purchase 35,000 shares of Common Stock and of exercisable Options permitting him
to purchase 100,000 shares of Common Stock. Such shares, Warrants and Options
represent in the aggregate approximately 49.8% of the Common Stock of the
Company.
Grossman, as administrator of Richard Grossman's estate, may pledge to a
lender or sell a portion of the Common Stock held in the estate to cover certain
of the estate's expenses, including any taxes due as a result of the transfer of
Common Stock from Richard Grossman to his estate. In addition, as administrator
of Richard Grossman's estate, Grossman intends to distribute any shares of
Common Stock remaining in the estate to the heirs of Richard Grossman in
accordance with the Illinois laws of intestate succession.
In connection with the death of Richard Grossman, the following changes
were made to the directors and management of the Company: (i) Grossman was
elected Chairman of the Board and Chief Executive Officer, (ii) Michael Heyman
was elected Chief Operating Officer and President and (iv) Larry Bier was
appointed as a director to the Board of Directors.
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Except as described in this statement, Grossman presently has no plans or
proposals which relate to or would result in (a) the acquisition by any person
of additional securities of the Company, or the disposition of securities of the
Company, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries, (d) any other change in the present board of directors or
management of the Company, 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 Company,
(f) any other material change in the Company's business or corporate structure,
(g) changes in the Company's charter or bylaws or other actions which may impede
the acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities organization, (i) a class of equity securities of
the Company 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) Grossman purchased 1,000 shares and 3,000 shares of Common Stock in
open market transactions on March 18, 1992 and April 15, 1992, respectively. He
was granted Warrants by the Company to purchase 10,000 shares and 25,000 shares
of Common Stock for $3.50 per share at any time up through November 21, 2000 and
May 30, 2001, respectively. He obtained beneficial ownership of 1,927,000
shares of Common Stock upon his qualification under Illinois law as
administrator to the estate of Richard Grossman on October 21, 1996. Finally,
on November 7, 1996, Grossman was granted Options to purchase 100,000 shares of
Common Stock for $4.375 per share at any time up through November 7, 2001.
(b) Grossman has the sole power to vote or direct the vote and the sole
power to dispose of or direct the disposition of the 1,931,000 shares of Common
Stock beneficially owned by him and will have the same powers as to any shares
of Common Stock purchased by him by virtue of the exercise of the Warrants or
Options.
(c) Except for the acquisition of (i) the Common Stock upon his
qualification under Illinois law as administrator of Richard Grossman's estate
and (ii) the Options, Grossman has not effected any transaction in shares of
Common Stock during the past 60 days.
(d) Other than the estate of Richard Grossman, which has the right to
receive the dividends from, and the proceeds from the sale of, the Common Stock
held by the estate of Richard Grossman, no person other than Grossman has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock or Warrants beneficially owned by
Grossman.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth herein and pursuant to the Warrants and Options and
except for his rights as a director of the Company (including the right to vote
as a director and customary indemnification rights under the Company's
certificate of incorporation), there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Grossman and any
other person with respect to any securities of the Company, including, but not
limited to, transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 1986 Employees Stock Option and Performance Unit Plan,
incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1, originally filed on
February 13, 1986, with respect to an offering of its Common
Stock (Registration No. 33-3322)
Exhibit 2 Form of 1995 directors' warrants, incorporated by reference
to Exhibit 10.4(c) to the Company's Annual Report on Form
10-K for the year ended June 30, 1996 (File No. 0-15167)
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SIGNATURE
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After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated: December 5, 1996
/s/ Larry S. Grossman
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LARRY S. GROSSMAN
Individually and as administrator to the
estate of Richard Grossman
