| OMB APPROVAL | ||||
| OMB Number: | 3235-0145 | |||
| Expires: | December 31, 2005 | |||
| Estimated average burden hours per response |
15 | |||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. )*
TELOS CORPORATION
12% Cumulative Exchangeable Redeemable Preferred Stock, $0.01 Par Value
87969B200
106 Vine Avenue
Highland Park, Illinois 60035
Attention: Victor Morgenstern
Telephone no. (847) 432-6602
Receive Notices and Communications)
March 17, 2005
| 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o | |
| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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). |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
| SEC 1746 (11-03) | |
| CUSIP No. 87969B200 |
| 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
Victor Morgenstern
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a)
(b) þ
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) |
WC
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| 6. | Citizenship or Place of Organization |
United States
| 7. | Sole Voting Power | |||
| Number of | 50,000 | |||
|
|
||||
| Shares | 8. | Shared Voting Power | ||
| Beneficially | -0- | |||
|
|
||||
| Owned by Each | 9. | Sole Dispositive Power | ||
| Reporting | 50,000 | |||
|
|
||||
| Person | 10. | Shared Dispositive Power | ||
| With | 132,000(1) | |||
|
|
||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
182,000(1)
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
| 13. | Percent of Class Represented by Amount in Row (11) |
5.7%(2)
| 14. | Type of Reporting Person (See Instructions) |
IN
| (1) | Includes 17,000 shares owned by Faye Morgenstern, 40,000 shares owned by Judd Morgenstern and 75,000 shares owned by Morningstar Trust. Victor disclaims beneficial ownership of the shares of Preferred Stock owned by Faye, Judd and the Trust. |
| (2) | Based on 3,185,586 shares of 12% Cumulative Exchangeable Redeemable Preferred Stock outstanding, as reported in the Issuer’s Form 10-Q filed on November 22, 2004. |
| CUSIP No. 87969B200 |
| 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
Faye Morgenstern
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a)
(b) þ
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) |
WC
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| 6. | Citizenship or Place of Organization |
United States
| 7. | Sole Voting Power | |||
| Number of | 17,000 | |||
|
|
||||
| Shares | 8. | Shared Voting Power | ||
| Beneficially | -0- | |||
|
|
||||
| Owned by Each | 9. | Sole Dispositive Power | ||
| Reporting | -0- | |||
|
|
||||
| Person | 10. | Shared Dispositive Power | ||
| With | 92,000(1) | |||
|
|
||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
182,000(1)
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
| 13. | Percent of Class Represented by Amount in Row (11) |
5.7%(2)
| 14. | Type of Reporting Person (See Instructions) |
IN
| (1) | Victor Morgenstern shares dispositive power with respect to these shares. Includes 75,000 shares owned by Morningstar Trust. Faye disclaims beneficial ownership of the shares of Preferred Stock owned by the Trust. |
| (2) | Includes 50,000 shares owned by Victor Morgenstern, 40,000 shares owned by Judd Morgenstern and 75,000 shares owned by Morningstar Trust. Faye disclaims beneficial ownership of the shares of Preferred Stock owned by Victor, Judd and the Trust. |
| (3) | Based on 3,185,586 shares of 12% Cumulative Exchangeable Redeemable Preferred Stock outstanding, as reported in the Issuer’s Form 10-Q filed on November 22, 2004. |
| CUSIP No. 87969B200 |
| 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
Judd Morgenstern
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a)
(b) þ
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) |
WC
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| 6. | Citizenship or Place of Organization |
United States
| 7. | Sole Voting Power | |||
| Number of | 40,000 | |||
|
|
||||
| Shares | 8. | Shared Voting Power | ||
| Beneficially | -0- | |||
|
|
||||
| Owned by Each | 9. | Sole Dispositive Power | ||
| Reporting | -0- | |||
|
|
||||
| Person | 10. | Shared Dispositive Power | ||
| With | 115,000(1) | |||
|
|
||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
182,000(2)
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
| 13. | Percent of Class Represented by Amount in Row (11) |
5.7%(3)
| 14. | Type of Reporting Person (See Instructions) |
IN
| (1) | Victor Morgenstern shares dispositive power with respect to these shares. Includes 75,000 shares owned by Morningstar Trust. Judd disclaims beneficial ownership in the shares of Preferred Stock owned by the Trust, except to the extent that he has a pecuniary interest therein in his capacity as a beneficiary under the Trust. |
| (2) | Includes 17,000 shares owned by Faye Morgenstern, 50,000 shares owned by Victor Morgenstern and 75,000 shares owned by Morningstar Trust. Judd disclaims beneficial ownership of the shares of Preferred Stock owned by Victor, Faye, and the Trust. |
| (3) | Based on 3,185,586 shares of 12% Cumulative Exchangeable Redeemable Preferred Stock outstanding, as reported in the Issuer’s Form 10-Q filed on November 22, 2004. |
| CUSIP No. 87969B200 |
| 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). |
Morningstar Trust Faye Morgenstern Trustee U/A 02/21/81 FEIN:36-672547
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
(a)
(b) þ
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) |
WC
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| 6. | Citizenship or Place of Organization |
Illinois
| 7. | Sole Voting Power | |||
| Number of | 75,000 | |||
|
|
||||
| Shares | 8. | Shared Voting Power | ||
| Beneficially | -0- | |||
|
|
||||
| Owned by Each | 9. | Sole Dispositive Power | ||
| Reporting | -0- | |||
|
|
||||
| Person | 10. | Shared Dispositive Power | ||
| With | 75,000(1) | |||
|
|
||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
182,000(2)
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
| 13. | Percent of Class Represented by Amount in Row (11) |
5.7%(3)
| 14. | Type of Reporting Person (See Instructions) |
OO
| (1) | Victor Morgenstern shares dispositive power with respect to these shares. |
| (2) | Includes 17,000 shares owned by Faye Morgenstern, 50,000 shares owned by Victor Morgenstern and 40,000 shares owned by Judd Morgenstern. The Trust disclaims beneficial ownership of the shares of Preferred Stock owned by Victor, Faye and Judd. |
| (3) | Based on 3,185,586 shares of 12% Cumulative Exchangeable Redeemable Preferred Stock outstanding, as reported in the Issuer’s Form 10-Q filed on November 22, 2004. |
This Amendment (the “Amendment”) modifies the Schedule 13D filed on January 20, 2005 (i) Victor Morgenstern (“Victor”), (ii) Faye Morgenstern (“Faye”), (iii) Judd Morgenstern (“Judd”) and (iv) the Morningstar Trust Faye Morgenstern Trustee U/A 02/21/81 (the “Trust”).
This Schedule 13D is hereby amended by replacing Item 5 with the following:
Item 5. Interest in Securities of the Issuer
On March 17, 2005, Victor, Faye, Judd and the Trust sold shares of 12% Cumulative Exchangeable Redeemable Preferred Stock (the “Preferred Stock”) of Telos Corporation, a Maryland corporation (“Telos”), each of which was effected on the open market:
Sales
| Number of | Total Purchase | ||||||||||||||||||||||
| Party | Date | Shares | Price Per Share | Price | |||||||||||||||||||
Victor |
March 17, 2005 | 30,000 | $ | 5.80 | $ | 174,000.00 | |||||||||||||||||
Faye |
March 17, 2005 | 10,000 | $ | 5.80 | $ | 58,000.00 | |||||||||||||||||
Judd |
March 17, 2005 | 34,000 | $ | 5.80 | $ | 197,200.00 | |||||||||||||||||
Trust |
March 17, 2005 | 40,896 | $ | 5.80 | $ | 237,196.80 | |||||||||||||||||
$ |
666,396.80 |
||||||||||||||||||||||
(a) As of the date hereof, Victor beneficially owns 50,000 shares of Preferred Stock of Telos, which constitutes approximately 1.6% of the 3,185,586 shares of Preferred Stock outstanding as of November 22, 2004 as reported in Telos’s Form 10-Q filed on November 22, 2004. Victor disclaims beneficial ownership of the shares of Preferred Stock owned by Faye, Judd and the Trust.
As of the date hereof, Faye beneficially owns 92,000 shares of Preferred Stock of Telos (including 75,000 shares of Preferred Stock of Telos which she may be deemed to beneficially own by virtue of her status as trustee of the Trust), which constitutes approximately 2.9% of the 3,185,586 shares of Preferred Stock outstanding as of November 22, 2004 as reported in Telos’s Form 10-Q filed on November 22, 2004. Faye disclaims beneficial ownership of the shares of Preferred Stock owned by Victor, Judd and the Trust.
As of the date hereof, Judd beneficially owns 115,000 shares of Preferred Stock of Telos (including 75,000 shares of Preferred Stock of Telos which he may be deemed to beneficially own by virtue of his status as a beneficiary of the Trust), which constitutes approximately 3.6% of the 3,185,586 shares of Preferred Stock outstanding as of November 22, 2004 as reported in Telos’s Form 10-Q filed on November 22, 2004. Judd disclaims beneficial ownership of the shares of Preferred Stock owned by Victor, Faye and the Trust, except to the extent that he has a pecuniary interest therein in his capacity as a beneficiary under the Trust.
As of the date hereof, the Trust beneficially owns 75,000 shares of Preferred Stock of Telos, which constitutes approximately 2.4% of the 3,185,586 shares of Preferred Stock outstanding as of November 22, 2004 as reported in Telos’s Form 10-Q filed on November 22, 2004. The Trust disclaims beneficial ownership of the shares of Preferred Stock owned by Victor, Faye and Judd.
(b) Victor has sole power to vote and dispose of 50,000 shares of Preferred Stock of Telos. Victor shares dispositive power with respect to the 132,000 shares of Preferred Stock owned by Faye, Judd and the Trust.
Faye has sole power to vote 17,000 shares of Preferred Stock of Telos. Faye and Victor share the power to dispose of 17,000 shares of Preferred Stock of Telos.
Judd has sole power to vote 40,000 shares of Preferred Stock of Telos. Judd and Victor share the power to dispose of 40,000 shares of Preferred Stock of Telos.
The Trust has sole power to vote 75,000 shares of Preferred Stock of Telos. The Trust and Victor share the power to dispose of 75,000 shares of Preferred Stock of Telos.
(c) Other than as described in Items 3 and 4 above, none of reporting persons has engaged in any transactions in the Preferred Stock within the past 60 days.
(d) Not applicable.
(e) 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: March 18, 2005
| /s/ Faye Morgenstern | ||||
| Faye Morgenstern |
||||
| /s/ Judd Morgenstern | ||||
| Judd Morgenstern | ||||
| /s/ Victor Morgenstern | ||||
| Victor Morgenstern | ||||
| MORNINGSTAR TRUST FAYE | ||||
| MORGENSTERN TRUSTEE U/A 02/21/81 | ||||
| By: | /s/ Faye Morgenstern | |||
| Name: Faye Morgenstern | ||||
| Title: Trustee | ||||