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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
INTERLOGIX, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
458763 10 09
(CUSIP Number)
BERWIND GROUP PARTNERS
1 Belmont Avenue
Suite 401
Bala Cynwyd, PA 19004
Attention: President
(610) 771-0660
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a Copies to:
DECHERT PRICE & RHOADS
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention: Herbert F. Goodrich
(215) 994-4000
and
BERWIND CORPORATION
3000 Centre Square West
1500 Market Street
Philadelphia, PA 19102
Attention: Pamela I. Lehrer,
Vice President and General Counsel
(215) 575-2319
May 2, 2000
(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.
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)
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SCHEDULE 13D
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CUSIP NO. 4587631009 Page 1 of 5 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
BERWIND GROUP PARTNERS
I.R.S. ID NO. 23-2586128
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
BK
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Pennsylvania
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SOLE VOTING POWER
7
NUMBER OF 15,170,640
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 15,170,640
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
15,170,640
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
78%
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TYPE OF REPORTING PERSON (See Instructions)
14
PN
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SCHEDULE 13D
This Amendment No. 1 amends the Statement on Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange Commission on October 8,
1999 by SLC Technologies, Inc. ("SLC") and Berwind Group Partners ("Berwind").
Unless otherwise defined herein, all capitalized terms shall have the meanings
ascribed to them in the Schedule 13D.
Item 1 of the Schedule 13D is hereby amended and restated in its entirely
as follows:
"ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the
common stock, $0.01 par value per share (the "Company Common Stock") of
Interlogix, Inc., a Delaware corporation formerly known as ITI Technologies,
Inc. and successor by merger to SLC (the "Company"). The principal executive
offices of the Company are located at 12345 SW Leveton Drive, Tualatin, Oregon
97062."
Item 2 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
"ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed pursuant to Rule 13d-1(a) promulgated
under the Securities Act of 1934, as amended (the "Exchange Act"), by Berwind
Group Partners, a Pennsylvania general partnership ("Berwind"). Hereinafter
Berwind is sometimes referred to as the "Reporting Person."
Berwind is a private partnership principally engaged, through its
subsidiaries, in the ownership and operation of industrial, natural resources,
financial and real estate businesses. The address of the principal business and
executive offices of Berwind is 1 Belmont Avenue, Suite 401, Bala Cynwyd, PA
19004. Berwind is a general partnership owned by five trusts, each of which was
organized in Pennsylvania (collectively, the "Berwind Trusts"). The name and
address of the business and principal office of each of the Berwind Trusts is
set forth in Schedule A hereto. The principal business of each Berwind Trust is
to hold investments for the benefit of its beneficiaries.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, and citizenship of
each authorized representative of Berwind and of each trustee of the Berwind
Trusts are set forth in Schedule A hereto.
During the last five years, neither Berwind, nor, to the best
knowledge of Berwind, any of the persons referred to in this Item 2, (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 4 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
"ITEM 4. PURPOSE OF TRANSACTION.
On May 2, 2000, pursuant to the Agreement and Plan of Merger and
Reorganization dated as of September 28, 1999, as amended (the "Merger
Agreement"), SLC merged with and into the Company, with the Company as the
surviving corporation (the "Merger"). In the Merger, SLC's
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outstanding common stock was converted into 15,170,640 shares of Company Common
Stock. The Company's stockholders had the right to elect to receive $36.50 in
cash at the effective time of the Merger for each share of Company Common Stock
owned, subject to the limitation that no more than 50 percent of the total
number of shares of Company Common Stock outstanding immediately prior to the
effective time of the Merger would be exchanged for cash. The Company's
stockholders elected to exchange more than 50 percent of the outstanding shares
of Company Common Stock for cash, and the shares to be exchanged will therefore
be reduced on a pro rata basis so that 50 percent of the outstanding shares of
Company Common Stock immediately prior to the effective time of the Merger are
exchanged for cash. As a result of the transaction, Berwind has a 78 percent
ownership stake after giving effect to the cash election.
The Merger will be treated as a purchase by SLC for accounting
purposes. The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, except for shares exchanged for
cash.
Pursuant to the terms of the Merger, as of the effective time of the
Merger, the total number of persons serving on the Board of Directors of the
Company is nine (unless otherwise agreed in writing by the parties hereto prior
to the effective time of the Merger), two of whom are Thomas L. Auth and Perry
J. Lewis and seven of whom have been selected by and at the absolute discretion
of the Board of Directors of SLC. Thereafter, membership on the Board of
Directors of the Company shall be determined in accordance with a voting
agreement by and among Berwind, Thomas L. Auth and MLGA Fund II, L.P., dated as
of May 2, 2000 (the "Voting Agreement"), the form of which was included as
Exhibit 9 to the Schedule 13D and incorporated by reference herein. The
foregoing description of the Voting Agreement is qualified in its entirety by
reference to the full text of the form of the Voting Agreement. Pursuant to the
Voting Agreement, Berwind will agree, subject to the terms of the Voting
Agreement, that until the second anniversary of the effective time of the
Merger, it will vote all shares of Company Common Stock owned by it for the
following individuals as directors of the Company: (a) Thomas L. Auth, who will
serve as Chairman of the Board of Directors of the Company, and (b) Perry J.
Lewis, but only for so long as he and certain controlled affiliates collectively
own (beneficially and of record) at least 25% of the shares of Company Common
Stock collectively owned by him and such controlled affiliates immediately prior
to the effective time of the Merger. The Reporting Person understands that
Richard Oliver plans to resign from the Board of Directors of the Company. When
he resigns, the Reporting Person expects the Board of Directors of the Company
to fill the vacancy with another director.
Pursuant to the terms of the Merger, at the effective time of the
Merger, the Certificate of Incorporation of the Company was amended (i) to
change the name of the Company to "Interlogix, Inc.," (ii) to opt out of Section
203 of the Delaware General Corporation Law and (iii) to increase the number of
authorized shares of Company Common Stock to 60,000,000.
A copy of the Merger Agreement was included as Exhibit 2 to the
Schedule 13D and is incorporated by reference herein. The foregoing description
of the Merger Agreement is qualified in its entirety by reference to the full
text of the Merger Agreement.
Although the Reporting Person has no specific plan or proposal to
acquire or dispose of shares of Company Common Stock, the Reporting Person at
any time and from time to time may acquire additional shares of Company Common
Stock or dispose of any or all of its shares depending upon an ongoing
evaluation of the investment in the Company, prevailing market conditions, other
investment opportunities, liquidity requirements of the Reporting Person and/or
other investment considerations. The Reporting Person has not made a
determination regarding a maximum or minimum number of shares of Company Common
Stock which it may hold at any point in time.
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Also, the Reporting Person may engage in communications with one or
more stockholders of the Company, one or more officers of the Company and/or one
or more members of the board of directors of the Company regarding the Company,
including but not limited to its operations.
Except to the extent the foregoing may be deemed a plan or proposal,
the Reporting Person has no plans or proposals which relate to, or could result
in, any of the matters referred to in paragraphs (a) through (j), inclusive, of
the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any
time and from time to time, review or reconsider its position and/or change its
purpose and/or formulate plans or proposals with respect thereto.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
"ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Under the definition of "beneficial ownership" as set forth in Rule
13d-3 under the Exchange Act, Berwind beneficially owns 15,170,640 shares of
Company Common Stock acquired by it in connection with the Merger. The Merger
occurred on May 2, 2000, and at the effective time of the Merger, the Voting
Support Agreement terminated. The Berwind Trusts are general partners of
Berwind, and the Berwind Trusts and their trustees may be deemed to have
indirect beneficial ownership of any Company Common Stock owned by Berwind.
Neither the filing of this Statement nor any of its contents shall be deemed to
constitute an admission that any of the foregoing persons is the beneficial
owner of the Company Common Stock referred to in this Item for purposes of
Section 13(d) of the Exchange Act or any other purpose.
Except as disclosed in this Statement, to the best of the Reporting
Person's knowledge, none of the persons named in Item 2 hereof or on Schedule A
hereto beneficially owns any shares of Company Common Stock, nor have any
transactions in Company Common Stock been effected during the past 60 days by
the Reporting Person or, to the best knowledge of the Reporting Person, by any
of the persons named in Item 2 hereof or on Schedule A hereto. In addition, no
other person is known by the Reporting Person to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities covered by this Statement."
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 10, 2000 BERWIND GROUP PARTNERS
By: /s/ Bruce J. McKenney
___________________________________________
Name: Bruce J. McKenney
Title: Senior Vice President - Administration
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Schedule A
Schedule A to the Schedule 13D is amended and restated in its entirety as
follows:
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Berwind Corporation is engaged, through its divisions and subsidiaries, in the ownership and operation of
industrial, natural resources, financial and real estate businesses. Berwind Corporation's address is 3000
Centre Square West, 1500 Market Street, Philadelphia, PA 19102.
Authorized Representatives
of Berwind Group Partners
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Name Office Business Address Citizenship
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Edward F. Kosnik President 3000 Centre Square West USA
1500 Market St.
Philadelphia, PA 19102
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James C. Cook Sr. Vice President - Finance 3000 Centre Square West USA
1500 Market St.
Philadelphia, PA 19102
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Bruce J. McKenney Sr. Vice President - Admin. 3000 Centre Square West USA
1500 Market St.
Philadelphia, PA 19102
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Berwind Trusts
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Trust Name Address Trustees
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C. G. Berwind, Jr., Thomas B. Morris, Jr., Joanna Berwind 3000 Centre Square West C. Graham Berwind, Jr.
Creamer and Jessica Berwind Brummett Trustees u/d/t of 1500 Market Street Thomas B. Morris, Jr.
Charles G. Berwind dated 2/28/63 for C. G. Berwind, Jr., Philadelphia, PA 19102 Joanna Berwind Creamer
et al. Jessica Berwind Brummett
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C. Graham Berwind, III, Joanna Berwind Creamer, J. L. Hamling 3000 Centre Square West C. Graham Berwind, III
and Thomas B. Morris, Jr. Trustees u/d/t of C. G. Berwind, 1500 Market Street Joanna Berwind Creamer
Jr. dated 12/31/72 for: C. Graham Berwind, III, et al. Philadelphia, PA 19102 James L. Hamling
Thomas B. Morris, Jr.
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Jessica Berwind Brummett, Joanna Berwind Creamer, J. L. 3000 Centre Square West Jessica Berwind Brummett
Hamling and Thomas B. Morris, Jr., Trustees u/d/t of C. G. 1500 Market Street Joanna Berwind Creamer
Berwind, Jr. dated 12/31/72 for: Jessica Berwind Brummett, Philadelphia, PA 19102 James L. Hamling
et al. Thomas B. Morris, Jr.
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James D. Berwind, Joanna Berwind Creamer, J. L. Hamling and 3000 Centre Square West James D. Berwind
Thomas B. Morris, Jr., Trustees u/d/t of C. G. Berwind, Jr., 1500 Market Street Joanna Berwind Creamer
dated 12/31/72 for: James D. Berwind, et al. Philadelphia, PA 19102 James L. Hamling
Thomas B. Morris, Jr.
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Joanna Berwind Creamer, J. L. Hamling, and Thomas B. Morris, 3000 Centre Square West Joanna Berwind Creamer
Jr., Trustees u/d/t of C. G. Berwind, Jr., dated 12/31/72 1500 Market Street James L. Hamling
for: Joanna Berwind Creamer, et al. Philadelphia, PA 19102 Thomas B. Morris, Jr.
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<CAPTION>>
Information Regarding Trustees
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Name Office Business Address Citizenship
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<S> <C> <C> <C>
C. Graham Berwind, Jr. Chairman & CEO 3000 Centre Square West USA
Berwind Corporation 1500 Market St.
Philadelphia, PA 19102
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C. Graham Berwind, III Portfolio Manager 3000 Centre Square West USA
Berwind Hotel Group, Inc. 1500 Market St.
Philadelphia, PA 19102
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Joanna Berwind Creamer Trustee 3000 Centre Square West USA
1500 Market St.
Philadelphia, PA 19102
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Jessica Berwind Brummett Marketing Director 3000 Centre Square West USA
Berwind Corporation 1500 Market St.
Philadelphia, PA 19102
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James D. Berwind President 2450 Wilton Drive USA
Atlantic Yard Co. Wilton Manors, FL 33305
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James L. Hamling President Suite 330, 6 Cadillac Drive USA
Berwind Industries LLC Brentwood, TN 37027
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Thomas B. Morris, Jr. Attorney 4000 Bell Atlantic Tower USA
Dechert Price & Rhoads 1717 Arch St.
Philadelphia, PA 19103
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Berwind Hotel Group is engaged, through its affiliated entities, in the business
of acquiring and managing hotels. Berwind Hotel Group's address is 1 Belmont
Avenue, Suite 401, Bala Cynwyd, PA 19004.
Atlantic Yard Co. is a retail provider of upscale garden supplies and its
address is 2450 Wilton Drive, Wilton Manors, FL 33305.
Berwind Industries LLC is engaged, through its subsidiaries, in the ownership
and operation of industrial businesses. Berwind Industries' address is Suite
330, 6 Cadillac Drive, Brentwood, TN 37027.
Dechert Price & Rhoads is a law firm and its address is 4000 Bell Atlantic
Tower, 1717 Arch St., Philadelphia, PA 19103.
