UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
ITI TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PER SHARE PAR VALUE
(Title of Class of Securities)
450564 10 9
(CUSIP Number)
The information required in 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).
(The remainder of this page was intentionally left blank.)
(Cover page continued on next two pages)
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13G
(AMENDMENT NO. 2)
- -------------------------------- ------------------------------------------
CUSIP NO. 450564 10 9 PAGE 2 OF 6 PAGES
------- -------
- -------------------------------- ------------------------------------------
- ------------ -------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
`
Thomas L. Auth
Social Security Number: ###-##-####
- ------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)|_|
Not applicable. (b)|_|
- ------------ -------------------------------------------------------------------
3 SEC USE ONLY
- ------------ -------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota, United States
- ----------------------- ------------ -------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 660,741.19
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
------------ ------------------------------------------
6 SHARED VOTING POWER
-0- shares
------------ ------------------------------------------
7 SOLE DISPOSITIVE POWER
660,741.19
------------ ------------------------------------------
8 SHARED DISPOSITIVE POWER
-0- shares
- ------------- ------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,741.19 shares of Common Stock, $.01 per share par value
- ------------- ------------------------------------------------------------------
<PAGE>
SCHEDULE 13G
(AMENDMENT NO. 2)
- ------------------------------- -----------------------------------------
CUSIP NO. 450564 10 9 PAGE 3 OF 6 PAGES
------- -------
- ------------------------------- -----------------------------------------
- -------------- -----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
- -------------- -----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.45%
- -------------- -----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -------------- -----------------------------------------------------------------
<PAGE>
ITEM 1(a). NAME OF ISSUER
ITI Technologies, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
2266 North Second Street, North St. Paul, Minnesota 55109
ITEM 2(a). NAME OF PERSON FILING
Thomas L. Auth
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
2266 North Second Street, North St. Paul, Minnesota 55109
ITEM 2(c). CITIZENSHIP
State of Minnesota, United States
ITEM 2(d). TITLE OF CLASS OF SECURITIES
Common Stock, $.01 Per Share par Value
ITEM 2(e). CUSIP NO.
450564 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or Dealer registered under Section 15 of the Act
(b) |_| Bank as defined in Section 3(a)(6) of the Act
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act
(e) |_| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
Page 4 of 6 Pages
<PAGE>
(f) |_| Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G) (Note: See Item 7)
(h) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable.
ITEM 4. OWNERSHIP
The following information is provided as of December 31, 1997:
(a)Amount Beneficially Owned: 660,741.19 shares*
(b)Percent of Class: 7.45%*
(c)Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 660,741.19 shares*
(ii) shared power to vote or to direct the vote: -0- shares*
(iii)sole power to dispose or to direct the disposition of:660,741.19 shares*
(iv) shared power to dispose or to direct the disposition of: -0- shares
* Includes 421,009 shares subject to options that were currently exercisable
as of December 31, 1997 or will become exercisable within 60 days of
December 31, 1997.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
No other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 660,741.19
shares of common stock beneficially owned by the filing person.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Page 5 of 6 Pages
<PAGE>
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
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.
Dated: January 19, 1998 /s/ Thomas L. Auth
-----------------------
Thomas L. Auth
Page 6 of 6 Pages
<PAGE>
ATTACHMENT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITI Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 per share par value
(Title of Class of Securities)
450564-10-9
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
(Page 1 of 7 Pages)
(The remainder of this page was intentionally left blank.)
<PAGE>
SCHEDULE 13G
CUSIP No. 450564-10-9 Page 2 of 7 pages
================================================================================
- ------------ -------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas L. Auth
Social Security Number: ###-##-####
- ------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)[ ]
(b)[X]
- ------------ -------------------------------------------------------------------
3 SEC USE ONLY
- ------------ -------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota, United States.
- ------------ -------------------------------------------------------------------
5 SOLE VOTING POWER
619,600
--------- -----------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED --------- -----------------------------------------------
BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 619,600
--------- -----------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- ---------------------- --------- -----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
619,600 shares of Common Stock, $.01 per share par value
- -------------- -----------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
Not applicable.
- -------------- -----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
- -------------- -----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -------------- -----------------------------------------------------------------
<PAGE>
SCHEDULE 13G
CUSIP No. 450564-10-9 Page 3 of 7 pages
================================================================================
ITEM 1.
(a) Name of Issuer: ITI Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices: 2266 North Second
Street, North St. Paul, Minnesota 55109
ITEM 2.
(a) Name of Person Filing: Thomas L. Auth
(b) Address of Principal Business Office or, if none, Residence: 2266 North
Second Street, North St. Paul, Minnesota 55109
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, $.01 Per Share Par Value
(e) CUSIP Number: 450564-10-9
<PAGE>
SCHEDULE 13G
CUSIP No. 450564-10-9 Page 4 of 7 pages
================================================================================
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON IS A:
(a) [ ] Broker or Dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule ss.
240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with Rule ss. 13d-1(b)(1)(ii)(H)
Not applicable.
ITEM 4. OWNERSHIP.
If the percent of the class owned, as of December 31 of the year covered by the
statement, or as of the last day of any month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide the following information as of that
date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: 619,600 shares* of Common Stock, $.01 per
share par value.
(b) Percent of Class: 7.2%*
<PAGE>
SCHEDULE 13G
CUSIP No. 450564-10-9 Page 5 of 7 pages
================================================================================
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 619,600*
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 619,600*
(iv) shared power to dispose or to direct the disposition of: 0
* Includes 259,600 shares subject to options that are currently exercisable or
will become exercisable within 60 days of the date hereof.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of an employee benefit plan, pension fund or endowment fund is not required.
No other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 619,600 shares
of Common Stock beneficially owned by the filing person.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not applicable.
<PAGE>
SCHEDULE 13G
CUSIP No. 450564-10-9 Page 6 of 7 pages
================================================================================
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate
under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity.
Not applicable.
<PAGE>
SCHEDULE 13G
CUSIP No. 450564-10-9 Page 7 of 7 pages
================================================================================
ITEM 10. CERTIFICATION.
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.
Dated: February 9, 1995 /s/ Thomas L. Auth
-----------------------------
Thomas L. Auth
<PAGE>
ATTACHMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
ITI Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 per share par value
(Title of Class of Securities)
450564 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
(The remainder of this page was intentionally left blank.)
(Page 1 of 6 Pages)
<PAGE>
SCHEDULE 13G
(AMENDMENT NO. 1)
CUSIP No. 450564 10 9 Page 2 of 6 pages
================================================================================
- ------------ -------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas L. Auth
Social Security Number: ###-##-####
- ------------ -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)[ ]
(b)[ ]
Not applicable.
- ------------ -------------------------------------------------------------------
3 SEC USE ONLY
- ------------ -------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota, United States.
- ------------ -------------------------------------------------------------------
5 SOLE VOTING POWER
549,266
--------- -----------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED --------- -----------------------------------------------
BY EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 549,266
--------- -----------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- ---------------------- --------- -----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,266 shares of Common Stock, $.01 per share par value
- -------------- -----------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
Not applicable.
- -------------- -----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
- -------------- -----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -------------- -----------------------------------------------------------------
<PAGE>
SCHEDULE 13G
(AMENDMENT NO. 1)
CUSIP No. 450564 10 9 Page 3 of 6 pages
================================================================================
ITEM 1.
(a) Name of Issuer: ITI Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices: 2266 North Second
Street, North St. Paul, Minnesota 55109
ITEM 2.
(a) Name of Person Filing: Thomas L. Auth
(b) Address of Principal Business Office or, if none, Residence: 2266 North
Second Street, North St. Paul, Minnesota 55109
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, $.01 Per Share Par Value
(e) CUSIP Number: 450564 10 9
<PAGE>
SCHEDULE 13G
(AMENDMENT NO. 1)
CUSIP No. 450564 10 9 Page 4 of 6 pages
================================================================================
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON IS A:
(a) [ ] Broker or Dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule ss.
240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with Rule ss. 13d-1(b)(1)(ii)(H)
Not applicable.
ITEM 4. OWNERSHIP.
The following information is provided as of December 31, 1995:
(a) Amount Beneficially Owned: 549,266 shares* of Common Stock, $.01 per
share par value.
(b) Percent of Class: 6.0%*
<PAGE>
SCHEDULE 13G
(AMENDMENT NO. 1)
CUSIP No. 450564 10 9 Page 5 of 6 pages
================================================================================
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 549,266*
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 549,266*
(iv) shared power to dispose or to direct the disposition of: 0
* Includes 313,100 shares subject to options that are currently exercisable or
will become exercisable within 60 days of the date hereof.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
No other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 549,266 shares
of Common Stock beneficially owned by the filing person.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
<PAGE>
SCHEDULE 13G
(AMENDMENT NO. 1)
CUSIP No. 450564 10 9 Page 6 of 6 pages
================================================================================
ITEM 10. CERTIFICATION.
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.
Dated: 2/7, 1996 /s/ Thomas L. Auth
--------------------------
Thomas L. Auth
