IPC INFORMATION SYSTEMS INC
SC 13D, 1998-06-04
TELEPHONE & TELEGRAPH APPARATUS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 4 ) (1)

                          IPC Information Systems, Inc.
- --------------------------------------------------------------------------------
                                (NAME OF ISSUER)

                     Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------

                         (TITLE OF CLASS OF SECURITIES)

                                    44980K107
- --------------------------------------------------------------------------------
                                 (CUSIP NUMBER)

       Daniel Utevsky, Esq., Vice President, General Counsel and Secretary
                          IPC Information Systems, Inc.
                       Wall Street Plaza, 88 Pine Street,
                     New York, New York 10005 (212) 825-9060
- --------------------------------------------------------------------------------

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
                                COMMUNICATIONS)

                                 April 30, 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 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.


                         (Continued On Following Pages)

                               (Page 1 of 4 Pages)


- -------- 

(1) 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>



                                  SCHEDULE 13D

CUSIP No.  44980K107                                          Page 2 of 4 Pages

1.       NAME OF REPORTING PERSON...........................Peter J. Kleinknecht
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON..........###-##-####
- --------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) / /
                                                                        (b) / /
- --------------------------------------------------------------------------------
3.       SEC USE ONLY
- --------------------------------------------------------------------------------
4.       SOURCE OF FUNDS*
         N/A
- --------------------------------------------------------------------------------
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(E)                                             / /
- --------------------------------------------------------------------------------
6.       CITIZENSHIP OR PLACE OF ORGANIZATION
         United States
- --------------------------------------------------------------------------------
NUMBER                                      7.       SOLE VOTING POWER
OF                                                   0
SHARES                   -------------------------------------------------------
BENEFICIALLY                                8.       SHARED VOTING POWER
OWNED                                                0
BY                       -------------------------------------------------------
EACH                                        9.       SOLE DISPOSITIVE POWER
REPORTING                                            0
PERSON                   -------------------------------------------------------
WITH:                                       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*
         IN

                                (Page 2 of 4 Pages)

<PAGE>



                                  SCHEDULE 13D

                    AMENDMENT NO. 4 FOR PETER J. KLEINKNECHT

         This Amendment No. 4 to Schedule 13D relating to the common stock, par
value $.01 per share, of IPC Information Systems, Inc. (the "Company") ("Common
Stock") is being filed by Peter J. Kleinknecht pursuant to Section 13(d)(2) of
the Securities Exchange Act of 1934 to amend Schedule 13D originally filed
October 13, 1994, as amended by Amendment No. 1 filed October 20, 1995,
Amendment No. 2 filed December 30, 1997 and Amendment No. 3 filed April 23,
1998. Unless otherwise indicated, all capitalized terms used herein but not
defined herein shall have the same meaning as set forth on Schedule 13D, as
amended.

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER

         Item 5 is hereby amended in its entirety as follows:

         (a) The Reporting Person is currently the beneficial owner of 0 shares
of Common Stock.

         (b)      Not applicable.

         (c)      On April 24, 1998, the Reporting Person gave 238,095 shares of
Common Stock owned by him to a charitable trust (the "Trust") formed in
accordance with Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended. The transactions contemplated by the Merger Agreement were approved by
the stockholders of the Company and were consummated, in each case, on April 30,
1998. Pursuant to the Merger Agreement, the Reporting Person chose to convert
2,014,178 shares of Common Stock beneficially owned by the Reporting Person in
exchange for $21 per share in cash, and the Trust chose to convert 238,095
shares of Common Stock owned by it in exchange for $21 per share in cash.

         (d)      Not applicable.

         (e)      On April 30, 1998, the Reporting Person ceased to be the
                  beneficial owner of more than five
                  percent of Common Stock.




                                (Page 3 of 4 Pages)

<PAGE>



                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this Schedule 13D is true, complete
and correct.


Date: June 4, 1998


                                            /s/ Peter J. Kleinknecht
                                                ------------------------
                                                Peter J. Kleinknecht


                                (Page 4 of 4 Pages)


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