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.
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(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)
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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 4 Pages)
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SCHEDULE 13D
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CUSIP No. 44980K107 Page 2 of 4 Pages
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1. NAME OF REPORTING PERSON..........................Peter J. Kleinknecht
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.........###-##-####
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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*
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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NUMBER 7. SOLE VOTING POWER
OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED 2,852,348
BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH: 10. SHARED DISPOSITIVE POWER
2,852,348
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,852,348
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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)
26.6%
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14. TYPE OF REPORTING PERSON*
IN
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(Page 2 of 4 Pages)
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SCHEDULE 13D
AMENDMENT NO. 3 FOR PETER J. KLEINKNECHT
This Amendment No. 3 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 and
Amendment No. 2 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, as amended.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following language after the
second 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. The Reporting
Person, prior to the date of the Annual Meeting, intends to give 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. Upon receipt of the 238,095 shares of Common Stock, the Trust will be
subject to, and bound by, the terms of the Stockholders Agreement, and will
agree to vote its shares of Common Stock, and to grant AAC an irrevocable proxy
to vote such shares of Common Stock, in favor of the Merger and against certain
actions which can reasonably be expected to impede or adversely affect the
Merger. The Trust has indicated its intention to receive $21 per share in cash
in return for the sale to the Company of the 238,095 shares. As indicated in the
Proxy Statement/Prospectus, the Reporting Person 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 3,452,498 shares of Common Stock (which
includes 600,150 shares owned by two of the Reporting Person's children, and the
238,095 shares to be gifted by the Reporting Person to the Trust) beneficially
owned by the Reporting Person.
At the present time, other than the actions described in the preceding
paragraph, the Reporting Person has 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, the Reporting Person 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.
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:
The Reporting Person is currently the beneficial owner of 2,852,348
shares of Common Stock, representing 26.6% of the shares of Common Stock (based
on 10,740,445 shares of Common Stock outstanding on April 8, 1998). This
includes (a) 2,240,999 shares owned directly by the Reporting Person,
(Page 3 of 4 Pages)
<PAGE>
(b) 155,637 shares in the PJK Trust, (c) 155,637 shares in the MK Trust, and (d)
300,075 shares held as custodian for Gavin Kleinknecht, the Reporting Person's
minor son.
The Reporting Person 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. The Reporting Person shares the power to vote or to direct the vote, or
to dispose or to direct the disposition, of 2,852,348 shares of Common Stock.
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
/s/ Peter J. Kleinknecht
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Peter J. Kleinknecht
(Page 4 of 4 Pages)
