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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INTERCO INCORPORATED
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
458507100
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(CUSIP Number)
John F. Hartigan, Esq. Morgan, Lewis & Bockius
801 South Grand Avenue, Los Angeles, CA 90017
(213) 612-2500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 23, 1994
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(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 [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 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).
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SCHEDULE 13D
CUSIP No. 458507100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Interco Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (E) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF -0- shares of Common Stock
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0- shares of Common Stock
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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This Amendment No. 3 supplements and amends the Statement on
Schedule 13D dated August 3, 1992, Amendment No. 1 thereto dated July 1, 1993
and Amendment No. 2 thereto dated December 9, 1994 (as so amended, the
"Schedule 13D").
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended to reflect the following information:
As previously reported, the partners of Apollo Interco Partners, L.P. (the
"Reporting Person") elected to dissolve the Reporting Person, and in that
regard executed a Plan of Dissolution and Complete Liquidation of the
Reporting Person (the "Plan of Dissolution") on December 9, 1994. The Plan of
Dissolution, which became effective on December 23, 1994, effected a change in
the nominal beneficial ownership of the shares previously beneficially owned
by the Reporting Person but did not affect the Reporting Person's partners'
pecuniary interests in such shares. In connection with the dissolution, the
assets of the Reporting Person, including 33,981,920 shares of Common Stock of
INTERCO INCORPORATED ("INTERCO SECURITIES") previously beneficially owned by
the Reporting Person, were distributed effective December 30, 1994 to the
partners of the Reporting Person pro rata. As a result of the dissolution, the
Reporting Person no longer beneficially owns any warrants or shares of Common
Stock of INTERCO INCORPORATED.
Included as part of the INTERCO SECURITIES distributed pursuant to the Plan
of Dissolution were 290,821 warrants to purchase INTERCO INCORPORATED Common
Stock ("Warrants"), consisting of 173,108 Warrants acquired on August 3, 1992
and 117,713 Warrants obtained in accordance with anti-dilution adjustments
under the Warrant Agreement between INTERCO INCORPORATED and Society National
Bank dated August 3, 1992. Such anti-dilution adjustments were effected as a
result of the November 17, 1994 distribution by INTERCO INCORPORATED to its
stockholders of all of the common stock of two of its former subsidiaries,
Converse Inc. and The Florsheim Shoe Company.
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SIGNATURE
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: December 23, 1994
APOLLO INTERCO PARTNERS, L.P.
By: Apollo Investment Fund, L.P.,
General Partner
By: Apollo Advisors, L.P.,
Managing General Partner
By: Apollo Capital Management, Inc.,
General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
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