United States
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 Total Services, Inc.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
460499106
(CUSIP Number)
Thomas G. Berlin
37500 Eagle Road
Willoughby Hills, OH 44094
(440) 951-2655
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 22, 2000
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule 13G to
report this acquisition which 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 / /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-7(b) 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.
This 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).
1 Name of Reporting Person Thomas G. Berlin
2 If a member of a group a) / /
b) / /
3 SEC Use only
4 Source of Funds IN, OO
5 Check if Disclosure of Legal Proceedings is Required
6 Citizenship or Place of Organization United States
Number of Shares 7 Sole Voting 360,300
Beneficially Owned
By Each Reporting
Person With 8 Shared Voting 128,000
9 Sole Dispositive 360,300
10 Shared Dispositive 128,000
11 Aggregate Amount Beneficially owned 488,300
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 7.14 %
14 Type of Reporting Person IN, IA
There are no changes to the Schedule 13D and Amendment #1, as amended
except by Amendment #2 as follows:
Item 1. Security and Issuer.
The name of the issuer is International Total Services, Inc. an
Ohio Corporation (the "Issuer"), which has its principal executive
offices at Crowne Centre, 5005 Rockside Road, Suite 1200,
Independence, OH 44131 (phone [949]) 475-3600). The title of the
securities to which this Statement relates is the Issuer's Common
Shares, without par value (the "Shares").
Item 2. Identity and Background.
(a) The name of the reporting person is Thomas G. Berlin.
(b) The Reporting Person's residence address is 37500 Eagle Road,
Willoughby Hills, OH 44094.
(c) The Reporting Person's principal occupation is investment
adviser. The principal business where such employment is conducted
is Berlin Financial Ltd. The address of Berlin Financial Ltd. is
23811 Chagrin Blvd., Suite 275, Beachwood, OH 44122.
(d)-(e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has he been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a
result of which he 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 finding
any violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person purchased the George Shares (as defined in
Item 5) in his capacity as an investment adviser to hold in the
investment account of J. George Investments, LLC. The purchase of
the George Shares was made by the Reporting Person on behalf of J.
George Investments in the Reporting Person's capacity as an
investment adviser to J. George Investments, LLC, and with funds
provided by J. George Investments, LLC.
Item 4. Purpose of Transaction.
(a)-(j) The Reporting Person purchased the George Shares in his
capacity as an investment adviser and solely for investment
purposes on behalf of his client, J. George Investments, LLC.
The Reporting Person purchased the TGB Shares (as defined below)
solely for investment purposes.
The acquisition by any member group of additional securities of the issuer,
or the disposition of securities of the issuer provided, however, the
reporting member group might acquire additional shares or other securities of
the issuer or dispose of some or all of their shares depending upon market
conditions and their personal circumstances.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person has beneficial ownership of 488,300 Shares
(the "Berlin Shares"). The Berlin Shares constitute 7.14% of the Shares
Outstanding as of the Issuer's most recent available filing.
(b) The Reporting Person has the sole power to vote or to direct the
vote or to dispose of or direct the disposition of 360,300 Shares (the "TGB
Shares"). The Reporting Person and J. George Investments, LLC, a client for
which the Reporting Person provides investment advisory services, have the
shared power to vote or to direct the vote or to dispose of or direct the
disposition of 128,000 Shares (the "George Shares").
(c) On the following dates the Reporting Person purchased the following
number of Shares for the per Share price set forth below. Each such
purchase was purchased solely for investment purposes by the Reporting
Person, was purchased through a customary broker transaction and are
included in the TGB Shares.
<TABLE> <CAPTION>
<S> <C> <C>
Identity Date Shares Price Executing Broker
Thomas G. Berlin 09/26/00 28,700 1.0485 Bear Stearns
10/10/00 19,500 1.0057 Bear Stearns
11/22/00 26,000 0.9425 Bear Stearns
</TABLE>
(d) J. George Investments, LLC has the right to receive and the power to
direct the receipt of dividends from or the proceeds from the sale of the
George Shares. However, the Reporting Person disclaims beneficial ownership
to the George Shares and this Statement shall not be construed as an
admission that the Reporting Person is the beneficial owner of any
securities covered by this Statement.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Person is an investment adviser for J. George Investments, LLC,
the owner of the George Shares. Through an agreement between the Reporting
Person and J. George Investments, LLC, the Reporting Person has shared power
to dispose or to direct the disposition of and shares power to vote or direct
the vote of such George Shares. However, the Reporting Person disclaims
beneficial ownership to the George Shares and this Statement shall not be
construed as an admission that the Reporting Person is the beneficial owner
of any securities covered by this Statement.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
Date 11/30/00
Thomas G. Berlin
