<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
-
INTERCO INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
458507100
-----------------------------------------------
(CUSIP Number)
John F. Hartigan, Esq. Morgan, Lewis & Bockius
801 South Grand Avenue, Los Angeles, CA 90017
(213) 612-2500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 9, 1994
---------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 458507100
---------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Interco Partners, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (E) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
33,864,207 shares of Common Stock
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING _________________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH
33,864,207 shares of Common Stock
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,864,207 shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
_______________________________________________________________________________
_______________________________________________________________________________
This Amendment No. 2 supplements and amends the Statement on
Schedule 13D dated August 3, 1992 and Amendment No. 1 thereto dated July 1,
1993 (as so amended, the "Schedule 13D").
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
Item 6 is hereby amended to reflect the following information:
As described below, the partners of Apollo Interco Partners, L.P. (the
"Reporting Person") have elected to dissolve the Reporting Person, which would
have the effect of changing the nominal beneficial owner of the shares set
forth in the cover pages herein but which would not have the effect of
changing the pecuniary interest of such partners in such shares. This
contemplated dissolution would involve a transfer of beneficial ownership from
the Reporting Person to the general partner of the Reporting Person and an
affiliate of such general partner.
A Plan of Dissolution and Complete Liquidation of the Reporting Person (the
"Plan of Dissolution") was executed as of December 9, 1994 and, upon the
consummation of certain conditions precedent therein, is expected to become
effective prior to December 31, 1994. Upon consummation of the Plan of
Dissolution, the assets of the Reporting Person will be distributed to its
partners pro rata, and the Reporting Person thereafter would no longer
beneficially own the shares set forth in the cover pages herein.
Upon consummation of the Plan of Dissolution, 16,935,490 and 16,928,717 of
the shares set forth in the cover pages hereof, respectively, would be deemed
to be beneficially owned by Apollo Investment Fund, L.P., the general partner
of the Reporting Person ("AIF"), and Lion Advisors, L.P. ("Lion Advisors"), an
affiliate of AIF. AIF and Lion Advisors (on behalf of a managed account)
would have the sole power to vote or to direct the vote and the sole power to
dispose or direct the disposition of the respective shares set forth in the
preceding sentence. Information is presented in the Schedule 13D of the
Reporting Person dated August 3, 1992 concerning AIF, Lion Advisors and their
executive officers, directors and principals and their relationship to the
Reporting Person. Following consummation of the Plan of Dissolution, it is
expected that AIF and Lion Advisors would make a joint filing on Schedule 13D
pursuant to Item 2(b) of such Schedule.
Item 7. Material to be Filed as Exhibits.
------- --------------------------------
Exhibit No.
-----------
99.1 Reporting Person's Statement on Schedule 13D dated August 3, 1992.
99.2 Amendment No. 1 to Reporting Person's Statement on Schedule 13D
dated July 1, 1993.
99.3 Form of Plan of Dissolution and Complete Liquidation of Apollo
Interco Partners, L.P.
<PAGE>
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 9, 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: ____________________________________
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTERCO INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
458507100
- --------------------------------------------------------------------------------
(CUSIP Number)
John F. Hartigan, Esq. Morgan, Lewis & Bockius
801 South Grand Avenue, Los Angeles, CA 90017
(213) 612-2500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 3, 1992
-------------------------------------------------
(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).
<PAGE>
Page____of____Pages
SCHEDULE 13D
CUSIP No. 458507100
---------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Interco Partners, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO; WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or (E) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 32,195,334 shares of Common Stock
SHARES ____________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ____________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 32,195,334 shares of Common Stock
WITH ____________________________________________________________
10 SHARED DISPOSITIVE POWER
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,195,334 shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.17%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page of Pages
____ ____
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
________________________________________________________________________________
________________________________________________________________________________
Item 1. Security and Issuer.
------ -------------------
This Statement on Schedule 13D relates to the Common Stock, no par
value ("Common Stock"), of INTERCO INCORPORATED, a Delaware corporation
("INTERCO") issued under the Plan of Reorganization referred to in Item 3
below. The principal executive offices of INTERCO are located at 101 South
Hanley Road, St. Louis, Missouri 63105.
Item 2. Identity and Background.
------ -----------------------
This Statement is filed by Apollo Interco Partners, L.P., a Delaware
limited partnership ("Apollo Interco"). Apollo Interco is referred to herein
as the "Reporting Person."
The Reporting Person is principally engaged in the investment in
Common Stock of INTERCO. The address of the Reporting Person is Two
Manhattanville Road, Purchase, New York 10577.
The sole general partner of the Reporting Person is Apollo
Investment Fund, L.P., a Delaware limited partnership ("Apollo"). The address
of Apollo's principal business and of its principal office is c/o CIBC Bank
and Trust Company (Cayman) Limited, Edward Street, Georgetown, Grand Cayman,
Cayman Islands, British West Indies.
The managing general partner of Apollo is Apollo Advisors, L.P., a
Delaware limited partnership. The administrative general partner of Apollo is
Apollo Fund Administration Limited, a Cayman Islands corporation. Apollo
Advisors, L.P. is principally engaged in the business of serving as managing
general partner of Apollo and another investment fund. Apollo Fund
Administration Limited is principally engaged in the business of serving as
administrative general partner of Apollo and another investment fund. Apollo
has no other general partners.
The respective addresses of the principal business and principal
office of each of Apollo Advisors, L.P. and Apollo Fund Administration Limited
are: Apollo Advisors, L.P., Two Manhattanville Road, Purchase, New York 10577;
and Apollo Fund Administration Limited, c/o CIBC Bank and Trust Company
(Cayman) Limited, Edward Street, Georgetown, Grand Cayman, Cayman Islands,
British West Indies.
Attached as Appendix A to Item 2 is information concerning the
principals, executive officers, directors and principal shareholders of the
Reporting Person and other entities as to which such information is required
to be disclosed in response to Item 2 and General Instruction C to Schedule
13D.
Neither the Reporting Person, Apollo, Apollo Advisors, L.P., Apollo
Fund Administration Limited nor any of the persons or entities referred
<PAGE>
Page of Pages
____ ____
to in Appendix A to Item 2 has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors)
or 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.
------ -------------------------------------------------
The order confirming the Amended Joint Plan of Reorganization, dated
as of March 12, 1992, as modified on March 31, 1992, May 29, 1992 and June 18,
1992, of INTERCO and certain of its subsidiaries (the "Plan of
Reorganization"), was entered in the United States Bankruptcy Court for the
Eastern District of Missouri, Eastern Division, on June 30, 1992. The Plan of
Reorganization was consummated, and securities were issued, on August 3, 1992.
Pursuant to the Plan of Reorganization and certain contribution agreements
among the Reporting Person and its partners, the Reporting Person received
11,497,669 shares of Common Stock and Warrants to purchase an additional
173,108 shares of Common Stock, all issued under the Plan of Reorganization as
part of the consideration to discharge claims in respect of (i) approximately
$245,800,000 of secured indebtedness of INTERCO under a Credit Agreement dated
as of November 7, 1988 with certain banks and other financial institutions and
(ii) $20,000,000 principal amount of 13.75% Senior Subordinated Debentures due
2000 of INTERCO.
Further, the Plan of Reorganization contained a condition that,
except as otherwise agreed by Apollo, Apollo was to have entered into
agreements with holders of certain other claims which would result (taking
into account claims held by Apollo) in Apollo acquiring further claims that,
upon the consummation of the Plan of Reorganization, would give Apollo the
right to receive not less than 30,000,000 shares of Common Stock to be issued
pursuant to the Plan of Reorganization. As contemplated thereby, Apollo
entered into an Exchange Agreement dated April 7, 1992 with certain banks and
other financial institutions (the "Exchange Agreement") pursuant to which
Apollo became entitled to receive an additional 18,502,333 shares of Common
Stock upon the consummation of the Plan of Reorganization in exchange for cash
and secured notes of INTERCO issued pursuant to the Plan of Reorganization and
based on a price per share ranging from $5.556 to $5.656. Apollo assigned its
rights under the Exchange Agreement to the Reporting Person. Accordingly, upon
the consummation of the Plan of Reorganization on August 3, 1992, the
Reporting Person acquired beneficial ownership of such shares of Common Stock.
The Reporting Person also purchased an aggregate of 2,022,334
additional shares of Common Stock issued pursuant to the Plan of
reorganization from Salomon Brothers Inc, Citibank N.A. and Risk Arbitrage
Partners at a purchase price of $6.50 per share. The funds used by the
Reporting Person to acquire such shares were provided by working capital of
the Reporting Person available for investment.
Item 4. Purpose of Transaction.
------ ----------------------
The Reporting Person acquired beneficial ownership of the shares of
Common Stock to which this Statement on Schedule 13D relates as a result of
the consummation of the Plan of Reorganization, the Exchange Agreement and the
additional purchases described herein. The acquisition of such shares gives
the Reporting Person the power to control or influence control of the issuer,
and the Reporting Person may exercise such control from time to time. In
addition, in connection with the Plan of Reorganization, Apollo obtained, and
<PAGE>
Page____of____Pages
has exercised, the right to designate a majority of the Board of Directors as
constituted upon the consummation of the Plan of Reorganization. The
Reporting Person may change any of its current intentions, acquire further
shares of Common Stock or sell or otherwise dispose of all or any part of the
Common Stock beneficially owned by such Reporting Person, or take any other
action with respect to INTERCO or any of its debt or equity securities in any
manner permitted by law. Apollo also holds secured notes of INTERCO as a
result of the Plan of Reorganization and may dispose of such notes depending
upon market conditions. Except as disclosed in this Item 4, the Reporting
Person has no current plans or proposals which relate or would result in any
of the events described in Items (a) through (j) of the instructions to Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
The Reporting Person acquired beneficial ownership of the shares of
Common Stock to which this Statement on Schedule 13D relates as a result of
the consummation of the Plan of Reorganization, the Exchange Agreement and the
additional purchases described herein.
(a) The Reporting Person beneficially owns an aggregate of
32,195,334 shares of Common Stock (including Warrants to purchase an
additional 173,108 shares of Common Stock), or 64.17% of the Common Stock
outstanding upon consummation of the Plan of Reorganization. Such shares were
acquired as described in Item 3.
(b) The number of shares of Common Stock as to which there is sole
power to vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose or direct the disposition, or shared power to
dispose or direct the disposition for the Reporting Person is set forth in the
cover pages and such information is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the
Common Stock within the last 60 days by the Reporting Person except for the
acquisition of beneficial ownership of the shares of Common Stock being
reported on this Statement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
------ --------------------------------------------------------
With Respect to the Securities of the Issuer.
--------------------------------------------
The response to Item 3 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
------ --------------------------------
(1) Plan of Reorganization
(2) Form of Exchange Agreement
(3) Form of Contribution Agreement (general partner)
(4) Form of Contribution Agreement (limited partner)
<PAGE>
Page ___ of ___ Pages
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: August 12, 1992
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: _________________________
Name: John J. Hannan
Title: Vice President, Apollo Capital
Management, Inc.
<PAGE>
Page ___ of ___ Pages
APPENDIX A TO ITEM 2
The following sets forth information with respect to the general
partners, executive officers, directors and principal shareholders of Apollo,
Apollo Advisors, L.P. ("Apollo Advisors"), which is the managing general
partner of Apollo, Apollo Capital Management, Inc., a Delaware corporation
which is the sole general partner of Apollo Advisors ("Capital Management"),
and Apollo Fund Administration Limited "Administration").
The principal occupation of each of Arthur Bilger, Leon Black, Craig
Cogut and John Hannan, each of whom is a United States citizen, is to act as
principals of Apollo Advisors and of Lion Advisors, L.P., a Delaware limited
partnership, the principal business of which is to provide advice regarding
investments in securities, and as an executive officer and director of Capital
Management and of Lion Capital Management, Inc. ("Lion Capital"), the general
partner of Lion Advisors. Messrs. Black, Bilger and Hannan also serve as
consultants to Credit Lyonnais (USA) Inc., the principal business of which is
brokerage and investment banking and the principal office of which is located
at 1301 Avenue of the Americas, New York, New York 10019. The principal
offices of Lion Advisors and Lion Capital are located at Two Manhattanville
Road, Purchase, New York 10577.
Mr. Bilger is a Vice President and a director of Lion Capital and
Capital Management. Mr. Bilger's business address is 1999 Avenue of the
Stars, Suite 1050, Los Angeles, California 90067.
Mr. Black is the President and a director of Lion Capital and the
President and a director of Capital Management. Mr. Black's business address
is Two Manhattanville Road, Purchase, New York 10577.
Mr. Cogut is a Vice President and a director of Lion Capital and the
Secretary and a Vice President and director of Capital Management. Mr.
Cogut's business address is Two Manhattanville Road, Purchase, New York 10577.
Mr. Hannan is a Vice President and director of Lion Capital and a
Vice President and director of Capital Management. Mr. Hannan's business
address is Two Manhattanville Road, Purchase, New York 10577.
Peter Henry Larder, Michael Francis Benedict Gillooly, Ian Thomas
Patrick and Martin William Laidlaw, each of whom is a British citizen, each
serves as a director of Administration. Each of the above four individuals is
principally employed by CIBC Bank and Trust Company (Cayman) Limited ("CIBC")
in the following positions: Mr. Larder, Managing Director; Mr. Gillooly,
Deputy Managing Director; Mr. Patrick, Manager-Accounting Services; and Mr.
Laidlaw, Senior Fund Accountant. CIBC is a Cayman Islands corporation which is
principally engaged in the provision of trust, banking and corporate
administration services, the principal address of which is Edward Street,
Grand Cayman, Cayman Islands, British West Indies. It provides accounting,
administrative and other services to Administration pursuant to a contract.
Messrs. Bilger, Black, Cogut and Hannan are the beneficial owners of the stock
of Administration.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
--
INTERCO INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
458507100
- --------------------------------------------------------------------------------
(CUSIP Number)
John F. Hartigan, Esq. Morgan, Lewis & Bockius
801 South Grand Avenue, Los Angeles, CA 90017
(213) 612-2500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 1, 1993
- --------------------------------------------------------------------------------
(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).
<PAGE>
Page ___ of ___ Pages
SCHEDULE 13D
CUSIP No. 458507100
---------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Interco Partners, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (E) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 33,864,205 shares of Common Stock
SHARES _____________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH _____________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 33,864,205 shares of Common Stock
WITH _____________________________________________________________
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,864,205 shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page ___ of ___ Pages
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
_________________________________________________________________
_________________________________________________________________
This Amendment No. 1 supplements and amends the Statement on
Schedule on 13D dated August 3, 1992 (as so amended, the "Schedule 13D").
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
Item 3 is hereby amended by inserting the following at the end thereof.
On July 1, 1993, the Reporting Person, in a brokered private
transaction, purchased 1,600,871 shares of Common Stock from Tortoise Corp.
at a price of $13.22 per share. The funds used to make such acquisition
were provided from working capital of the Reporting Person available for
investment.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
Item 5 is hereby amended by deleting it in its entirety and substituting
the following therefor:
(a) The Reporting Person beneficially owns an aggregate of
33,864,205 shares of Common Stock (including Warrants to purchase an
additional 173,108 shares of Common Stock), or 67.5% of the outstanding
Common Stock.
(b) The number of shares of Common Stock as to which there is sole
power to vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose or direct the disposition, or shared power to
dispose or direct the disposition for the Reporting Persons is set forth in
the cover pages and such information is incorporated herein by reference.
(c) Except as otherwise disclosed in this Statement, the Reporting
Person has not effected any transactions in shares of Common Stock during
the preceding 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
------ --------------------------------------------------------
With Respect to the Securities of the Issuer.
--------------------------------------------
Item 6 is hereby amended by inserting the following at the end thereof:
The response to Item 3 is incorporated herein by this reference.
<PAGE>
Page ___ of ___ Pages
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: July , 1993
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: _________________________
Name:
Title: Vice President, Apollo Capital
Management, Inc.
<PAGE>
Page ___ of ___ Pages
Apollo Interco Partners, L.P.
Form of Plan of Dissolution and Complete Liquidation
----------------------------------------------------
The undersigned, being the sole General Partner of Apollo Interco Partners,
L.P. (the "Partnership"), hereby adopts the following plan for the dissolution
and complete liquidation of the Partnership:
Recitals:--
A. Section 10.1 of the Amended and Restated Limited Partnership Agreement of
the Partnership dated as of August 22, 1994 (the "LP Agreement") authorizes
the undersigned to elect to dissolve the Partnership.
B. In the event of such an election, Section 10.2 of the LP Agreement provides
for the winding up of the Partnership, and for the distribution of the
Partnership's remaining assets, after providing for all debts and
liabilities, to the Partners in accordance with their capital accounts.
C. Section 5.1(b) of the LP Agreement authorizes the payment of distributions
in kind.
D. The plan set forth herein effectuates, and is in accordance with, the
foregoing provisions of the LP Agreement.
Plan
----
1. The undersigned hereby elects to dissolve the Partnership.
2. The dissolution of the Partnership and the commencement of its winding up
shall be effective upon satisfaction of all conditions precedent, including
without limitation, receipt of all applicable regulatory consents and/or
approvals.
3. As of the date hereof, the assets of the Partnership consist of the
securities listed in the Schedule of Assets annexed hereto, and there are
no liabilities known to the undersigned that are either accrued or that
warrant the creation of any reserve.
4. Subject to paragraphs 2 and 5 hereof, the assets of the Partnership shall
be distributed in kind, pro rata to the partners in proportion to their
respective Capital Account balances, as promptly as is practicable after
the date hereof but no later than December 31, 1994.
5. The General Partner shall, and shall cause the Partnership to:
(a) give all such notices and make all such filings, and
(b) use reasonable efforts to obtain all such consents, undertakings or
approvals as may be required in connection with the liquidating
distribution of the assets of the Partnership in order to comply
with any legal or contractual obligations which are binding upon the
Partnership or the partners. The General Partner shall not
<PAGE>
Page ___ of ___ Pages
distribute any assets pursuant to this plan if such distribution
would violate, conflict with or result in a breach of any such
obligation. Without limiting the generality of the foregoing, no
distribution of any assets shall be made prior to the expiration of
any applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1974.
6. To the extent that the General Partner determines that it is not feasible
for this plan to be consummated in accordance with its terms within a
reasonable time after the date hereof, the General Partner shall use
reasonable efforts to modify this plan in such a manner that will permit
the liquidation of the Partnership to be completed in a manner that
complies with the LP Agreement.
IN WITNESS WHEREOF, the undersigned has executed this instrument in its
capacity as General Partner of the Partnership this _____ day of
____________________, 1994.
APOLLO INVESTMENT FUND, L.P.
By: Apollo Fund Administration Ltd.
Administrative Partner
_______________________________
