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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 2)
International Telecommunication Data Systems, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
46047F 10 4
(CUSIP Number)
Mark Spitzer
440 Michigan Road
New Canaan, CT 06840
(203) 966-9926
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Kenneth E. Adelsberg, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
February 10, 1998
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
(Continued on following pages)
(Page 1 of 4 Pages)
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CUSIP NO. 46047F 10 4 13D PAGE 2 OF 4 PAGES
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mark D. Spitzer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 532,502
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,800
EACH 9 SOLE DISPOSITIVE POWER
PERSON 532,502
WITH 10 SHARED DISPOSITIVE POWER
13,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,302
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
4.1%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 46047F 10 4 13D PAGE 3 OF 4 PAGES
AMENDMENT NO. 2 TO SCHEDULE 13D
The items identified below are amended as set forth below.
Item 2. Identity and Background.
This Amendment No. 2 to Schedule 13D is being filed on behalf of Mark
D. Spitzer pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as
amended.
Item 4. Purpose of Transaction.
Since February 10, 1998, Mr. Spitzer has disposed of an aggregate
amount of 716,600 shares of Common Stock, which number of shares reflect the
Company's three-for-two stock split effected March 9, 1998. All of the sales of
Common Stock by Mr. Spitzer were performed by a registered broker on the Nasdaq
Stock Market. Mr. Spitzer currently intends to sell all or part of the remaining
shares of Common Stock held by him, depending on market conditions.
Notwithstanding the foregoing, Mr. Spitzer reserves the right to continue to
hold, for an indefinite period, these shares of Common Stock. Mr. Spitzer has no
other plans or proposals of the type described in Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of April 30, 1998, Mr. Spitzer beneficially owned 546,302 shares
of Common Stock, representing approximately 4.1% of the shares of Common Stock
outstanding as of February 24, 1998 (adjusted to reflect the Company's
three-for-two stock split effected March 9, 1998).
(b) Mr. Spitzer has sole power to direct the vote and the disposition
of 532,502 shares of Common Stock. Mr. Spitzer has the shared power to direct
the vote and the disposition of 13,800 shares of Common Stock held in the name
of the Mark D. Spitzer Family Foundation (the "Foundation"). Mr. Spitzer is
President and Chairman of the Board of the Foundation, and in such capacities
has control over the voting and disposition of the shares of Common Stock held
by the Foundation.
(c) Mr. Spitzer has not effected any transactions in shares of Common
Stock during the past 60 days, other than as set forth herein.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
shares of Common Stock, except as set forth above.
(e) Mr. Spitzer ceased to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock on April 29, 1998.
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CUSIP NO. 46047F 10 4 13D PAGE 4 OF 4 PAGES
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.
DATED: May 1, 1998 /c/ Mark D. Spitzer
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Mark D. Spitzer
