Brantley Capital Corp, et al. – ‘SC 13D’ on 11/15/99 re: International Total Services Inc

On:  Monday, 11/15/99   ·   Accession #:  950152-99-9176   ·   File #:  5-52937

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Its/Brantley Capital Corp. Schedule 13D                5     27K 

Document Table of Contents

SC 13D
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                  ----------------------------
                                                  OMB APPROVAL
                                                  ----------------------------
                                                OMB Number:      3235-0145
                                                Expires: November 30, 1999
                                              Estimated average burden
                                                   hours per response. . . 14.90
                                                   -----------------------------
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 

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

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)

November 5, 1999
--------------------------------------------------------------------------------
 (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 secs. 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 sec. 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
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd

CUSIP No. 46049916                                                              
--------------------------------------------------------------------------------

1.  Names of Reporting Persons:                                             
I.R.S. Identification Nos. of Above Persons (entities only).        

Brantley Partners IV, L.P. (the "Partnership")                      
IRS #  34-1859314                                                   
.................                                                   
--------------------------------------------------------------------------------

2.  Check the Appropriate Box if a Member of a Group                        

(a)                                         
                     .........................................................
(b)                                         
                     .........................................................
--------------------------------------------------------------------------------

3.  SEC Use Only                                                            
                ............................................................
--------------------------------------------------------------------------------

4.  Source of Funds   WC*                                                   
                    ..........................................................
--------------------------------------------------------------------------------

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to        
Items 2(d) or 2(e)                                                  
                       .......................................................
--------------------------------------------------------------------------------
6.  Citizenship or Place of Organization     Delaware                       
                                           .....................................
--------------------------------------------------------------------------------

Number of         7.     Sole Voting Power         312,750                      
Shares                                    ..................................... 
Beneficially      8.     Shared Voting Power        None                        
Owned                                       ................................... 
by Each           9.     Sole Dispositive Power    312,750                      
Reporting                                      .................................
Person           10.     Shared Dispositive Power   None                        
With                                             ...............................

11.  Aggregate Amount Beneficially Owned by Each Reporting Person   312,750   
                                                                 .............
--------------------------------------------------------------------------------
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares*       

          ......................................................................
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)  4.7%                 
                                                         .......................
--------------------------------------------------------------------------------

14.  Type of Reporting Person    PN                                           
                              ..................................................
--------------------------------------------------------------------------------

   * Beneficial Ownership of 312,750 shares of Common Stock reported
     hereunder excludes 104,250 shares reported as beneficially owned by
     Brantley Capital Corporation ("Capital"). The Partnership expressly
disclaims beneficial ownership of all shares reported to be   
beneficially owned by Capital.                                

2 

SC 13D
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
CUSIP No. 46049916                                                              
--------------------------------------------------------------------------------

1.  Names of Reporting Persons:                                             
I.R.S. Identification Nos. of Above Persons (entities only).        

Brantley Capital Corporation. ("Capital")                           
IRS #  34-1838462                                                   
.................                                                   
--------------------------------------------------------------------------------

2.  Check the Appropriate Box if a Member of a Group                        

(a)                                         
                     .........................................................
(b)                                         
                     .........................................................
--------------------------------------------------------------------------------

3.  SEC Use Only                                                            
                ............................................................
--------------------------------------------------------------------------------

4.  Source of Funds   WC*                                                   
                    ..........................................................
--------------------------------------------------------------------------------

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to        
Items 2(d) or 2(e)                                                  
                       .......................................................
--------------------------------------------------------------------------------
6.  Citizenship or Place of Organization     Maryland                       
                                           .....................................
--------------------------------------------------------------------------------

Number of         7.     Sole Voting Power         104,250                      
Shares                                    ..................................... 
Beneficially      8.     Shared Voting Power        None                        
Owned                                       ................................... 
by Each           9.     Sole Dispositive Power    104,250                      
Reporting                                      .................................
Person           10.     Shared Dispositive Power   None                        
With                                             ...............................

11.  Aggregate Amount Beneficially Owned by Each Reporting Person   104,250   
                                                                 .............
--------------------------------------------------------------------------------
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares*       

          ......................................................................
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)  1.6%                 
                                                         .......................
--------------------------------------------------------------------------------

14.  Type of Reporting Person    IV                                           
                              ..................................................
--------------------------------------------------------------------------------

* Beneficial Ownership of 104,250 shares of Common Stock reported hereunder     
excludes 312,750 shares reported as beneficially owned by Capital. Capital      
expressly disclaims beneficial ownership of all shares reported to be           
beneficially owned by the Partnership.                                          

3 

SC 13D
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th

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 similar investment           
activities.                                                                     

         During the last five years, neither the Partnership nor Capital, nor to
the best of their respective knowledge, any of their respective directors,      
executive officers, principal shareholders or partners, 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.                                        

ITEMS 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 made their initial investments in the
Common Stock of the Issuer as a strategic investment. Each of the Partnership   
and Capital intends to review on a continuing basis its investment in the Common
Stock and to take such actions with respect to its investment as it deems       
appropriate in light of the circumstances existing from time to time. Such      
actions could include, among other things, acquiring additional shares of Common
Stock or disposing of the shares, in whole or in part, at any time, subject to  
compliance with applicable securities laws. Any such decision would be based on 
an assessment of a number of different factors, including, but not limited to,  
the business, prospects and affairs of the Issuer, the market for the Common    
Stock, the condition of the securities markets, general economic and industry   
conditions and other opportunities available to the Partnership and Capital,    
respectively. Except as set forth in the preceding paragraph, neither the       
Partnership, nor Capital has any current plans or proposals which relate to or  
would result in: (a) the acquisition by any person of additional securities of  
the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,         
involving the Issuer or any of its subsidiaries; (c) the sale or transfer of a  
material amount of assets of the Issuer or of any of its subsidiaries; (d) any  
change in the present board of directors or management of the Issuer, including 
any plans or proposals to change the number or term of directors or to fill any 
existing vacancies on the board; (e) any material change in the present         
capitalization or dividend policy of the Issuer; (f) any other material change  
in the Issuer's business or corporate structure; (g) changes in the Issuer's    
charter, bylaws or instruments corresponding thereto or other actions which may 
impede the acquisition of control of the Issuer by any person; (h) causing a    
class of securities of the Issuer to be delisted from a national securities     
exchange or to cease to be authorized to be quoted in an inter-dealer quotation 
system of a registered national securities association; (i) a class of equity   
securities of the Issuer becoming eligible for termination of registration      
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (j) any action similar to any of those enumerated above.                     

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

During the last 60 days:                                      

4 

SC 13D
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th

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:                                                

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: November 15, 1999          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:  November 15, 1999         BRANTLEY CAPITAL CORPORATION                  

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

5 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		11/30/99		1
Filed on:		11/15/99		5
		11/12/99		5					10-Q,  SC 13D
		11/5/99		1		5
		8/1/96		4
									List all Filings