SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
AMENDMENT NO. 8
TO
SCHEDULE 13G
Under the Securities Exchange Act of 1934
WESTELL TECHNOLOGIES, INC.
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(Name of Issuer)
Class A Common Stock, par value $0.01
Class B Common Stock, par value $0.01(1)
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(Title of Class of Securities)
957541-10-5 (Number for Class A Common Stock)
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CUSIP Number
December 31, 2003 (end of calendar year)
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(Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
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 ("Exchange 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).
--------
(1) Although not registered under Section 12 of the Securities Exchange Act
of 1934, as amended, Class B Common Stock automatically converts into
Class A Common Stock upon any transfer except transfers to permitted
transferees.
Page 1 of 9 Pages
CUSIP NO. 957541-10-5
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Melvin J. Simon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) X
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,374,962 Class B Common Stock at
December 31,2003
401,660 Class A Common Stock at
December 31,2003 (including options
and warrants to purchase shares that
are exercisable within 60 days of
December 31, 2003)
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 14,589,082 Class B Common Stock at
December 31, 2003
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,374,962 Class B Common Stock at
December 31, 2003
401,660 Class A Common Stock at
December 31, 2003 (including options
and warrants to purchase shares that
are exercisable within 60 days of
December 31, 2003)
PERSON 8. SHARED DISPOSITIVE POWER
WITH 14,589,082 Class B Common Stock at
December 31, 2003
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,660 Class A Common Stock
(including options and warrants to
purchase shares that are exercisable
within 60 days of December 31, 2003)
15,964,044 Class B Common Stock at
December 31, 2003
10. CHECK IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES
Not applicable.
Page 2 of 9 Pages
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 57.0% the total voting power of the corporation
(Class A Common Stock and Class B Common Stock).
Less than 1% of the outstanding shares of Class A Common Stock.
12. TYPE OF REPORTING PERSON: IN
Page 3 of 9 Pages
CUSIP NO. 957541-10-5
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Penny III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) X
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF 5. SOLE VOTING POWER
SHARES --
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
170,940 Class A Common Stock
14,589,082 Class B Common Stock
EACH 7. SOLE DISPOSITIVE POWER
REPORTING ----
PERSON 8. SHARED DISPOSITIVE POWER
WITH
170,940 Class A Common Stock
14,589,082 Class B Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,589,082 Class B Common Stock at December
31, 2003
170,940 Class A Common Stock (consisting of
warrants to purchase shares that are
exercisable within 60 days of December 31,
2003)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES
Not applicable.
Page 4 of 9 Pages
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 51.9% the total voting power of the corporation
(Class A Common Stock and Class B Common Stock).
Less than 1% of the Class A Common Stock.
12. TYPE OF REPORTING PERSON: IN
Page 5 of 9 Pages
Item 1(a) NAME OF ISSUER: Westell Technologies, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
750 North Commons Drive, Aurora, Illinois 60504
Item 2(a) NAME OF PERSON FILING:
Robert C. Penny III and Melvin J. Simon
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
4343 Commerce Court, Suite 306, Lisle, Illinois 60532
Item 2(c) CITIZENSHIP: United States
Item 2(d) TITLE OF CLASS OF SECURITIES:
Class A Common Stock, $0.01 par value per share, and
Class B Common Stock, $0.01 par value per share, of Westell
Technologies, Inc. Class B Common Stock has four votes per
share and automatically converts into Class A Common Stock
(one vote per share) unless transferred to certain family
members of Robert C. Penny III, Gary F. Seamans or Melvin J.
Simon.
Item 2(e) CUSIP NUMBER:
The CUSIP number of the Class A Common Stock is 957541-10-5.
Since the Class B Common Stock is not listed on any exchange,
it does not have a CUSIP number.
Item 3 THE PERSON FILING THIS STATEMENT IS A:
This statement is not being filed pursuant to Rule 13d-1(b) or
13d-2(b). Not Applicable.
Item 4 OWNERSHIP
(a) Amount Beneficially Owned as of December 31, 2003:
Robert C. Penny III: 14,589,082 Class B Common Stock
and 170,940 Class A Common Stock (consisting of
warrants to purchase shares of Class A Common Stock
that are exercisable within 60 days of December 31,
2003)
Melvin J. Simon: 15,964,044 Class B Common Stock and
401,660 Class A Common Stock (including options and
warrants to purchase shares of Class A Common Stock
that are exercisable within 60 days of December 31,
2003)
(b) Percent of Class:
Robert C. Penny III:
Approximately 51.9% of the total voting power of the
corporation (Class A Common Stock and Class B Common
Stock).
Page 6 of 9 Pages
Less than 1% of the outstanding shares of Class A
Common Stock.
Melvin J. Simon:
Approximately 57.0% of the total voting power of the
corporation (Class A Common Stock and Class B Common
Stock).
Less than 1% of the outstanding shares of Class A
Common Stock.
(c) Number of shares as to which such person has as of
December 31, 2003:
(i) sole power to vote or to direct the vote:
Robert C. Penny III: None
Melvin J. Simon: 1,374,962 Class B Common
Stock
401,660 Class A Common
Stock (including options
and warrants to purchase
shares that are exercisable
within 60 days of December
31, 2003)
(ii) shared power to vote or to direct the vote:
Robert C. Penny III: 14,589,082 Class B Common
Stock
170,940 Class A Common
Stock (including warrants
to purchase shares that are
exercisable within 60 days
of December 31, 2003).
Barbara J. Pruitt, Florence
R. Penny and Robert C.
Penny III are co-trustees
of a trust containing
warrants to purchase 85,470
shares and Marlene D.
Foskett, Florence R. Penny
and Robert C. Penny III are
co-trustees of another
trust containing warrants
to purchase 85,470 shares.
Melvin J. Simon: 14,589,082 Class B Common
Stock
(iii) sole power to dispose or direct the disposition of:
Robert C. Penny III: None
Melvin J. Simon: 1,374,962 Class B Common
Stock
401,660 Class A Common
Stock (including options
and warrants to purchase
shares that are exercisable
within 60 days of December
31, 2003)
(iv) shared power to dispose or direct the disposition of:
Robert C. Penny III: 14,589,082 Class B Common
Stock
170,940 Class A Common
Stock (including warrants
to purchase shares that are
exercisable within 60 days
of December 31, 2003).
Barbara J. Pruitt, Florence
R. Penny and Robert C.
Penny III are co-trustees
of a trust containing
warrants to purchase 85,470
shares and Marlene D.
Foskett, Florence R. Penny
and Robert C. Penny III are
co-trustees of another
trust containing warrants
to purchase 85,470 shares.
Page 7 of 9 Pages
Melvin J. Simon: 14,589,082 Class B Common
Stock
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Messrs. Penny and Simon beneficially own an aggregate of
14,589,082 shares of Class B Common Stock as Voting Trustees
of a Voting Trust formed pursuant to the Voting Trust
Agreement dated February 23, 1994, as amended (the "Voting
Trust"), among Robert C. Penny III and Melvin J. Simon, as
co-trustees, and certain members of the Penny family and the
Simon family. As beneficiaries of trusts that are
beneficiaries of the voting trust and the other trusts for
which Mel Simon is trustee, Robert C Penny III, Marlene D.
Foskett and Barbara J. Pruitt each have the right to receive
more than 5% of the dividends with respect to the Class B
Common Stock held in the voting trust.
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:
Robert C. Penny and Melvin J. Simon, as co-trustees of the
Voting Trust, may be deemed to have formed a group under
Regulation 13D of the Securities Exchange Act of 1934, as
amended. Please see the response to Item 6 above.
Item 9 NOTICE OF DISSOLUTION OF GROUP: Not applicable.
Item 10 CERTIFICATION:
Not applicable.
Page 8 of 9 Pages
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.
Date: February 17, 2004
/s/ Robert C. Penny III
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Robert C. Penny III
/s/ Melvin J. Simon
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Melvin J. Simon
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 9 of 9 Pages