UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 ) (1)
IPC Information Systems, Inc.
(NAME OF ISSUER)
Common Stock, par value $0.01 per share
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(TITLE OF CLASS OF SECURITIES)
44980K107
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(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
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
April 10, 1998
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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.
(Continued On Following Pages)
(Pages 1 of 6 Pages)
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(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 1 of 6 Pages)
<PAGE>
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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 44980K107 Page 2 of 6 Pages
<S> <C>
1. (i) NAME OF REPORTING PERSON...................................................Richard P. Kleinknecht
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.....................................###-##-####
(ii) NAME OF REPORTING PERSON...................................................Suzanne W. Kleinknecht
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.....................................###-##-####
(iii) NAME OF REPORTING PERSON.........................................................Eric 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) / /
</TABLE>
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
(i) Richard P. Kleinknecht 0
(ii) Suzanne W. Kleinknecht 0
NUMBER (iii) Eric Kleinknecht 0
OF 8. SHARED VOTING POWER
SHARES (i) Richard P. Kleinknecht 3,453,398
BENEFICIALLY (ii) Suzanne W. Kleinknecht 1,000,000
OWNED (iii) Eric Kleinknecht 600,850
BY 9. SOLE DISPOSITIVE POWER
EACH (i) Richard P. Kleinknecht 0
REPORTING (ii) Suzanne W. Kleinknecht 0
PERSON (iii) Eric Kleinknecht 0
WITH: 10. SHARED DISPOSITIVE POWER
(i) Richard P. Kleinknecht 3,453,398
(ii) Suzanne W. Kleinknecht 1,000,000
(iii) Eric Kleinknecht 600,850
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(i) Richard P. Kleinknecht 3,453,398
(ii) Suzanne W. Kleinknecht 1,000,000
(iii) Eric Kleinknecht 600,850
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(Page 2 of 6 Pages)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/X/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(i) Richard P. Kleinknecht 32.2%
(ii) Suzanne W. Kleinknecht 9.3%
(iii) Eric Kleinknecht 5.6%
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14. TYPE OF REPORTING PERSON*
(i) Richard P. Kleinknecht IN
(ii) Suzanne W. Kleinknecht IN
(iii) Eric Kleinknecht IN
(Page 3 of 6 Pages)
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SCHEDULE 13D
JOINT SCHEDULE 13D FOR SUZANNE W. KLEINKNECHT, ERIC KLEINKNECHT AND
RICHARD P. KLEINKNECHT
This 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 Richard P. 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 and Amendment No.
2 filed December 30, 1997, and by Suzanne W. Kleinknecht, Richard P.
Kleinknecht's wife ("Suzanne Kleinknecht"), and by Eric Kleinknecht, Richard and
Suzanne Kleinknecht's son, pursuant to Section 13(d)(2) of the Securities
Exchange Act of 1934 to amend the Joint Schedule 13D originally filed December
30, 1997. Unless otherwise indicated, all capitalized terms used herein but not
defined herein shall have the same meaning as set forth on Schedule 13D for
Richard P. Kleinknecht, as amended, and as set forth on the Joint Schedule 13D
for Richard P. Kleinknecht, Suzanne Kleinknecht and Eric Kleinknecht.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following language after the
third paragraph:
On April 10, 1998, the Company mailed a Proxy Statement/Prospectus to
holders of Common Stock in connection with the solicitation of proxies by the
Company's board of directors for use at an annual meeting of the Company's
stockholders on April 30, 1998 (the "Annual Meeting"). Among the matters to be
considered at the Annual Meeting are proposals to approve and adopt an Agreement
and Plan of Merger, dated as of December 18, 1997, as amended and restated, by
and between AAC and the Company and to approve certain amendments to, and the
restatement of, the Company's certificate of incorporation. As indicated in the
Proxy Statement/Prospectus, Richard Kleinknecht and his family members have
advised the Company of their intent to receive $21 per share in cash in return
for their sale to the Company of 3,072,744 shares of Common Stock (which number
also includes 298 shares of Common Stock owned by Richard and Suzanne
Kleinknecht's daughter, Lisa Kleinknecht). As indicated above, Richard
Kleinknecht, pursuant to the Stockholders Agreement, has agreed to elect to
retain an aggregate of up to 380,952 shares of Common Stock in the surviving
entity; however, as indicated in the Proxy Statement/Prospectus, Richard
Kleinknecht's stock election is subject to proration, and, as a result, in the
event of a stock proration, he would receive a lesser, prorated number of shares
of stock in the surviving entity, plus cash in lieu of shares of stock in the
surviving entity.
At the present time, other than the actions described in the preceding
paragraph, Richard Kleinknecht, Suzanne Kleinknecht and Eric Kleinknecht have no
specific plans or proposals that would relate to or result in any of the actions
specified in clauses (a) through (j) of Item 4. However, Richard Kleinknecht,
Suzanne Kleinknecht and Eric Kleinknecht may consider any such plans or
proposals in the future, if deemed appropriate. If the Merger is consummated,
the membership of the board of directors, the certificate of incorporation, the
bylaws and capitalization of the Company will change, and there is a possibility
that the Common Stock would no longer be listed on Nasdaq or any other public
securities market and that the Common Stock would be deregistered under the
Securities Act, as amended.
(Page 4 of 6 Pages)
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by deleting the second, third and fourth
paragraphs and replacing them as follows:
Richard Kleinknecht is currently the beneficial owner of 3,453,398
shares of Common Stock, representing 32.2% of the shares of Common Stock (based
on 10,740,445 shares of Common Stock outstanding on April 8, 1998). This
includes (a) 1,552,273 shares owned directly by Richard Kleinknecht, (b)
1,000,000 shares held in the RK Trust, (c) 300,275 shares held in a trust for
the benefit of Lisa Kleinknecht, the trustees of which are Mark Kleinknecht and
Lisa Kleinknecht; (d) 300,275 shares held in a trust for the benefit of Mark
Kleinknecht, the trustees of which are Mark Kleinknecht and Eric Kleinknecht;
and (e) 300,575 shares held in a trust for the benefit of Eric Kleinknecht, the
trustees of which are Mark Kleinknecht and Eric Kleinknecht. Eric Kleinknecht,
Lisa Kleinknecht and Mark Kleinknecht are the children of Richard Kleinknecht.
Suzanne Kleinknecht is currently the beneficial owner of 1,000,000
shares of Common Stock, representing 9.3% of the shares of Common Stock (based
on 10,740,445 shares of Common Stock outstanding on April 8, 1998). This
consists of the 1,000,000 shares of Common Stock held in the RK Trust, the
trustees of which are Richard Kleinknecht and Suzanne Kleinknecht.
Eric Kleinknecht is currently the beneficial owner of 600,850 shares of
Common Stock, representing 5.6% of the shares of Common Stock (based on
10,740,445 shares of Common Stock outstanding on April 8, 1998). This includes
(a) 300,575 shares of Common Stock held in a trust for the benefit of Eric
Kleinknecht, the trustees of which are Eric Kleinknecht and Mark Kleinknecht,
and (b) 300,275 shares of Common Stock held in a trust for the benefit of Mark
Kleinknecht, the trustees of which are Mark Kleinknecht and Eric Kleinknecht.
Richard Kleinknecht has the sole power to vote or to direct the vote
and to dispose or to direct the disposition with respect to 0 shares of Common
Stock. Richard Kleinknecht shares the power to vote or to direct the vote, and
to dispose or to direct the disposition, of 3,453,398 shares of Common Stock.
(Page 5 of 6 Pages)
<PAGE>
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: April 23, 1998
By: /s/ Richard P. Kleinknecht
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Richard P. Kleinknecht
By: /s/ Suzanne W. Kleinknecht
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Suzanne W. Kleinknecht
By: /s/ Eric Kleinknecht
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Eric Kleinknecht
(Page 6 of 6 Pages)
