Brantley Capital Corp, et al. – ‘SC 13D/A’ on 3/16/01 re: International Total Services Inc

On:  Friday, 3/16/01, at 5:38pm ET   ·   As of:  3/19/01   ·   Accession #:  950152-1-1341   ·   File #:  5-52937

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    International Total Services/Brantley Capital          3     18K 

Document Table of Contents

SC 13D/A
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                  ----------------------------
                                                OMB Number:      3235-0145
                                                Expires:  October 31, 2002
                                              Estimated average burden
                                                  hours per response.... 14.90
                                                  ----------------------------

UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
 UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*

INTERNATIONAL TOTAL SERVICES, INC.
------------------------------------------------------------------------------- 
(Name of Issuer)

 Common Shares
------------------------------------------------------------------------------- 
(Title of Class of Securities)

 460499106
------------------------------------------------------------------------------- 
(CUSIP Number)

Robert P. Pinkas
Brantley Venture Management IV, L.P.
Brantley Capital Corporation
 20600 Chagrin Blvd., Suite 1150
 Cleveland, Ohio 44122
(216) 283-4800

------------------------------------------------------------------------------- 
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

March 12, 2001
------------------------------------------------------------------------------- 
 (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 that is the subject of this Schedule 13D, and is
  filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]                          

     NOTE: Schedules filed in paper format shall include a signed original and
      five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.                    

  * 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.)                                   

SC 13D/A
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd

ITEM 1.  SECURITY AND ISSUER                                                    

   This statement relates to the common shares, ("Common Stock"), of
International Total Services, Inc., an Ohio corporation (the "Issuer"), the     
principal executive offices of which are located at Crown Centre, 5005 Rockside 
Road, Independence, Ohio 44131.                                                 

ITEM 2.  IDENTITY AND BACKGROUND                                                

  This statement is being filed by Brantley Partners IV, L.P. (the
"Partnership") and Brantley Capital Corporation ("Capital"). The principal      
business offices of the Partnership and Capital are located at 20600 Chagrin    
Blvd., Suite 1150, Cleveland, Ohio 44122.                                       

Capital is a closed-end, non-diversified investment company   
incorporated on August 1, 1996 under the General Corporation Law of the State of
Maryland, that has elected to be treated as a "business development company"    
under the Investment Company Act of 1940, as amended. Capital invests primarily 
in the equity securities (for example, common stock, preferred stock,           
convertible preferred stock, or options, warrants or rights to acquire stock)   
and equity-linked debt securities (for example, convertible debt or indebtedness
accompanied by warrants, options or rights to acquire stock) of private         
companies. Capital also invests a portion of its assets in small-cap public     
companies. The Partnership is primarily engaged in a similar investment         
activities.                                                                     

         During the last five years, neither the Partnership nor Capital, nor to
the best of their respective knowledge, any director, executive officer or any  
principal equity holder of the Partnership or Capital, have been convicted in a 
criminal proceeding (excluding traffic violations or similar misdemeanors) or   
has been a party to a civil proceeding of a judicial or administrative body of  
competent jurisdiction and as a result of such proceeding 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 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

     All shares reported as beneficially owned herein were acquired with
working capital of the respective beneficial owner. The Partnership purchased   
the shares it has reported as beneficially owned for an aggregate purchase price
of $205,228.19. Capital purchased the shares it has reported as beneficially    
owned for an aggregate purchase price of $68,409.40.                            

ITEM 4.  PURPOSE OF TRANSACTION                                                 

      The Partnership and Capital entered into a letter of intent with the
Issuer on February 7, 2001 (the "Letter of Intent"). The Letter of Intent was   
filed as an exhibit to Amendment No. 1 to Schedule 13D. By letter to the Issuer 
dated March 12, 2001, the Partnership and Capital terminated the Letter of      
Intent pursuant to Section 9(b) thereof.                                        

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

The Partnership owns and exercises sole voting and dispositive
authority with respect to 312,750 shares of Common Stock, 271,500 of which were 
acquired at $0.641187 per share on November 5, 1999 and 41,250 of which were    
acquired at $0.755 per share on November 12, 1999.                              

       Capital owns and exercises sole voting and dispositive authority with
respect to 104,250 shares of Common Stock, 90,500 of which were at $0.641187 per
share acquired on November 5, 1999 and 13,750 of which were acquired at $0.755  
per share on November 12, 1999.                                                 

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER                                   

      Neither the Partnership, nor Capital has entered into any contracts,
arrangements, understandings or relationships (legal or otherwise) with respect 
to the securities of the Issuer.                                                

SC 13D/A
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS                                       

None.                                                         

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: March 16, 2001           BRANTLEY VENTURE MANAGEMENT IV, L.P.,           
                                as general partner of Brantley Partners IV, L.P.

        By: /s/ Robert P. Pinkas
                                   ---------------------------------------------
      Name: Robert P. Pinkas
      Title: General Partner

        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: March 16, 2001           BRANTLEY CAPITAL CORPORATION                    

        By: /s/ Robert P. Pinkas
                                   ---------------------------------------------
      Name: Robert P. Pinkas
                           Title: Chairman and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		10/31/02		1					DFAN14A
Filed as of:		3/19/01
Filed on:		3/16/01		3
		3/12/01		1		2
		2/7/01		2
		11/12/99		2					10-Q,  SC 13D
		11/5/99		2
		8/1/96		2
									List all Filings