SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
INTERNATIONAL POST LIMITED
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
460181100
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(CUSIP Number)
Copy to:
Mr. Terrence A. Elkes Jack Levy, Esq.
One Stamford Plaza, 12th Floor Morrison Cohen Singer & Weinstein, LLP
Stamford, CT 06901 750 Lexington Avenue
Telephone (203) 323-1263 New York, New York 10022
Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
JUNE 27, 1997
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(Date of Event which Requires Filing 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 space __.
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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CUSIP
No. 293636106 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Terrence A. Elkes
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2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds* PF
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5 Check Box if Disclosure of Legal Proceedings is Required / /
Pursuant to Item 2(d) or 2(e)
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6 Citizenship or Place of Organization United States
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Number of Shares Beneficially Owned By Each Reporting Person With
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7 Sole Voting Power
336,500 shares 5.4%
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8 Shared Voting Power
179,512 shares 2.9%
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9 Sole Dispositive Power
336,500 shares 5.4%
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10 Shared Dispositive Power
179,512 shares 2.9%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
516,012 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* / /
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13 Percent of Class Represented by Amount in Row (11) 8.3%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement, dated July 10, 1997, relates to the reporting person's
ownership of certain securities of International Post Limited (the "Issuer").
ITEM 1. SECURITY AND ISSUER
(a) Common Stock, $0.01 par value per share (CUSIP No.
460181100).
(b) Five year, non-qualified options (the "Non-Qualified
Options") to purchase 30,000 shares of Common Stock at an exercise price of $11
per share granted by the Issuer as of February 15, 1994.
(c) Five year options (the "Video Services Options") to
purchase 30,000 shares of Common Stock at an exercise price of $11 per share
granted by Video Services Corporation as of February 15, 1994. Such options are
expected to be canceled as of the effective time of the proposed merger between
the Issuer and Video Services Corporation and replaced with options to purchase
the same number of shares of Common Stock of the Issuer on the same terms and
conditions.
(d) Six year, non-qualified options (the "Equitable Options")
to purchase 149,512 options of Common Stock at an exercise price of $2.06 per
share granted by Equitable Life Assurance Society of the United States (as
successor to MTE Holdings, Inc.), as of February 14, 1994.
(e) International Post Limited
545 Fifth Avenue
New York, New York 10011
ITEM 2. IDENTITY AND BACKGROUND
1. (a) TERRENCE A. ELKES.
(b) Address:
One Stamford Plaza - 12th Floor
Stamford, Connecticut 06901
(c) Principal occupation: Investor
(d) Within the last five (5) years, Terrence Elkes has not
been convicted in any criminal proceeding (excluding traffic violations and
similar misdemeanors, if any).
(e) Within the last five (5) years, Terrence Elkes has not
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in 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 a violation with respect to
such laws.
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(f) Citizenship: United States.
Terrence A. Elkes is Chairman of the Board of the Issuer.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The reporting person obtained funds for the purchase of the
securities from his personal funds.
The amount of funds used in making the purchases of the shares
of Common Stock are set forth below:
NAME AMOUNT OF CONSIDERATION
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Terrence A. Elkes $1,767,755
ITEM 4. PURPOSE OF TRANSACTION.
The reporting person acquired his securities for purposes of
investment. The reporting person does not have any plans or proposals which
relate to or would result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D .
On June 27, 1997, the Issuer entered into an Agreement and
Plan of Merger with Video Services Corporation and Louis H. Siracusano, Arnold
P. Ferolito and Donald H. Buck, regarding the merger of the Issuer and Video
Services Corporation. On June 27, 1997, the Issuer entered into a Voting
Agreement with Video Services Corporation, Terrance A. Elkes, The Equitable Life
Assurance Society of the United States, Equitable Deal Flow Fund, LP, Louis H.
Siracusano, Arnold P. Ferolito and Donald H. Buck, which contains the agreement
of the parties thereto to vote all of his/its shares of the Issuer's Common
Stock for the approval of the Agreement and Plan of Merger and the transactions
contemplated therein and in favor of the Issuer's 1997 long-term incentive plan.
By virtue of the Video Services Options, the Equitable
Options and/or the Voting Agreement, Mr. Elkes may be considered to be part of
one or more groups consisting of one or more of Video Services Corporation, The
Equitable Life Assurance Society of the United States, Equitable Deal Fund, L.P.
Louis Siracusano, Arnold P. Ferolito and/or Donald H. Buck. Mr. Elkes disclaims
membership in any group relating to an interest in the securities of the Issuer,
including with any of the aforementioned persons and any interest in the
securities owned by any of them, except by reason of the Video Services Options
and the Equitable Options.
Upon consummation of the merger, Mr. Elkes will remain as
Chairman of the Board of the Issuer.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) The following list sets forth the aggregate number and
percentage (based on 6,226,958 shares of Common Stock outstanding) of
outstanding shares of Common Stock owned beneficially by the reporting person,
as of June 27, 1997:
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Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
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Terrence A. Elkes 516,012 (1) 8.3%
(1) Includes shares issuable upon exercise of the Non-Qualified Options, the
Video Services Options and the Equitable Options referred to in Item 1 of this
Schedule.
(b) Mr. Elkes has sole power to vote and dispose of 336,500 shares of
Common Stock (including 30,000 shares issuable upon exercise of the
Non-Qualified Options) representing approximately 5.4% of the outstanding Common
Stock. Mr. Elkes has shared power to vote and dispose of an aggregate 179,512
shares of Common Stock (including 30,000 issuable upon exercise of the Video
Services Options and 149,512 shares issuable upon exercise of the Equitable
Options), representing approximately 2.9% of the outstanding Common Stock.
(c) The following sets forth all of the transactions in the
securities of the Issuer by the reporting person other than the Non-Qualified
Options, the Video Services Options and the Equitable Options:
DATE SHARES ACQUIRED (1) PRICE
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February 8, 1994 5,000 --
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February 8, 1994 10,000 10.00
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April 7, 1994 10,000 10.23
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April 14, 1994 10,000 10.03
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April 26, 1994 10,000 9.85
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May 17, 1994 20,000 8.50
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July 14, 1994 5,000 8.25
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November 28, 1994 25,000 8.25
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December 22, 1994 10,000 4.57
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January 6, 1995 34,000 4.88
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June 13, 1995 10,000 5.00
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June 14, 1995 40,000 5.00
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June 16, 1995 10,000 4.75
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June 19, 1995 43,000 4.50
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June 30, 1995 10,000 4.25
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July 5, 1995 10,000 4.25
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March 11, 1996 44,500 3.63
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TOTAL: 306,500
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(1) Except for the 5,000 shares acquired on February 8, 1994 which were issued
to the reporting person as restricted shares pursuant to the Issuer's Restricted
Share Plan for directors, all shares were acquired in open market transactions.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
WITH REGARD TO SECURITIES OF THE ISSUER
The reporting person holds the Video Services Options and the
Equitable Option as described in Item 1 and is a party to a Voting Agreement
with respect to proposed merger of the Issuer as described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT A - Agreement and Plan of Merger, dated as of June 27,
1997, by and among International Post Limited, Video Services Corporation and
Louis H. Siracusano, Arnold P. Ferolito and Donald H. Buck, incorporated by
reference to the current report on Form 8-K of International Post Limited, date
of report - June 27, 1997, Exhibit 10.57.
EXHIBIT B - Voting Agreement, dated as of June 27, 1997, by
and among International Post Limited, Video Services Corporation, Terrence A.
Elkes, The Equitable Life Assurance Society of the United States, Equitable Deal
Flow Fund, LP, Louis H. Siracusano, Arnold P. Ferolito and Donald H. Buck,
incorporated by reference to the current report on Form 8-K of International
Post Limited, date of report - June 27, 1997, Exhibit 10.58.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned hereby certifies that the information set forth in this
Schedule is true, complete, and correct.
Date: July 11, 1997
/S/ TERRENCE A. ELKES
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Terrence A. Elkes
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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