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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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 [X]. (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 Investment Fund, 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*
00
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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
16,994,359 shares of Common Stock (including
NUMBER OF 145,440 shares issuable upon exercise of Warrants)
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 16,994,359 shares of Common Stock (including
WITH 145,440 shares issuable upon exercise of Warrants)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,994,359 shares of Common Stock (including 145,440 shares
issuable upon exercise of warrants)
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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)
33.85%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
Lion Advisors, 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*
00
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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
16,987,561 shares of Common Stock (including
NUMBER OF 145,381 shares issuable upon exercise of Warrants)
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 16,987,561 shares of Common Stock (including
WITH 145,381 shares issuable upon exercise of Warrants)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,987,561 shares of Common Stock (including 145,381 shares issuable
upon exercise of Warrants)
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12 CHECK BOX IF THE CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.84%
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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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Item 1. Security and Issuer.
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This Statement on Schedule 13D relates to the Common Stock, no par value
("Common Stock"), and warrants to purchase Common Stock ("Warrants") of
INTERCO INCORPORATED, a Delaware corporation ("INTERCO"). The principal
executive offices of INTERCO are located at 101 South Hanley Road, St. Louis,
Missouri 63105.
Item 2. Identity and Background.
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This statement is filed jointly by Apollo Investment Fund, L.P., a Delaware
limited partnership ("Apollo") and the former general partner of Apollo
Interco Partners, L.P., a Delaware limited partnership ("Apollo Interco"), and
by Lion Advisors, L.P., a Delaware limited partnership ("Lion Advisors"), for
the benefit of an account under management which was the former limited
partner of Apollo Interco. Apollo and Lion Advisors are referred to herein as
the "Reporting Persons."
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. Apollo is principally
engaged in the business of providing advice regarding investments in
securities. 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:
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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.
The address of Lion Advisors is Two Manhattanville Road, Purchase, New York
10577. Lion Advisors is principally engaged in the
business of serving as advisor to and representative for its clients,
including Artemis America, L.L.C. ("Artemis"). Pursuant to an investment
advisory agreement by and between Artemis and Lion Advisors (the "Investment
Advisory Agreement"), Artemis has appointed Lion Advisors as its exclusive
investment manager with respect to an investment account, and Lion Advisors
has the sole power to vote and dispose of any securities held in such account.
The general partner of Lion Advisors is Lion Capital Management, Inc.
("Lion Capital"), a Delaware corporation, which is principally engaged
in the business of serving as general partner of Lion Advisors. The address of
the principal business and principal office of Lion Capital is c/o Lion
Advisors, L.P., Two Manhattanville Road, Purchase, New York 10577.
The Reporting Persons together may constitute a "group" within the meaning
of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended.
Attached as Appendix A to Item 2 is information concerning the principals,
executive officers, directors and principal shareholders of the Reporting
Persons 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 Apollo, Lion Advisors, Apollo Advisors, L.P., Apollo Fund
Administration Limited, Lion Capital nor any of the persons or entities
referred 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.
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The securities reported in the cover pages herein were distributed to the
Reporting Persons effective December 30, 1994 pursuant to the Plan of
Dissolution and Complete Liquidation (the "Plan of Dissolution") of Apollo
Interco. The Plan of Dissolution, which became effective on December 23, 1994,
(i) effected a change in the nominal beneficial ownership of the shares
previously beneficially owned by Apollo Interco, (ii) did not affect Apollo
Interco's partners' pecuniary interests in such shares and (iii) involved no
consideration requiring the use of funds by Apollo or Lion Advisors.
Item 4. Purpose of Transaction.
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The Reporting Persons acquired beneficial ownership of the shares of Common
Stock and Warrants to which this Statement on Schedule 13D relates as a result
of the consummation of the Plan of Dissolution of Apollo Interco described
herein. The Plan of Dissolution effected a change in the nominal beneficial
ownership of the shares previously beneficially owned by Apollo Interco,
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but did not affect Apollo Interco's partners' pecuniary interests in such
shares. The dissolution of Apollo Interco transfers from Apollo Interco to the
Reporting Persons the power to control or influence control of INTERCO, and
the Reporting Persons may exercise such control from time to time. The
Reporting Persons may change their current intentions, or acquire further
shares of Common Stock or Warrants or sell or otherwise dispose of all or any
part of the Common Stock or Warrants beneficially owned by such Reporting
Persons, or take any other action with respect to INTERCO or any of its debt
or equity securities in any manner permitted by law. Except as disclosed in
this Item 4, the Reporting Persons have no current plans or proposals which
relate to 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.
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The Reporting Persons acquired beneficial ownership of the shares of Common
Stock and Warrants to which this Statement on Schedule 13D relates as a result
of the consummation of the Plan of Dissolution of Apollo Interco.
(a) Apollo beneficially owns 16,994,359 shares of Common Stock
(including Warrants to purchase 145,440 shares of Common Stock), or 33.85% of
the Common Stock outstanding. Such securities were acquired as described in
Item 3. Lion Advisors indirectly beneficially owns 16,987,561 shares of Common
Stock (including Warrants to purchase 145,381 shares of Common Stock), or
33.84% of the Common Stock outstanding. Such securities were acquired as
described in Item 3. The Reporting Persons beneficially own, in the aggregate,
33,981,920 shares of Common Stock (including Warrants to purchase 290,821
shares of Common Stock), or 67.69% of the Common Stock outstanding. Such
securities 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 or sole power to dispose or direct the
disposition by the Reporting Persons is set forth in the cover pages herein
and such information is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the
Common Stock or Warrants within the last 60 days by the Reporting Persons
except for the acquisition of beneficial ownership of the securities being
reported on this Statement.
(d) Subject to the terms of the Investment Advisory Agreement, the
Reporting Persons have the sole right to receive dividends from, or the
proceeds from the sale of, the securities reported herein.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships
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With Respect to the Securities of the Issuer.
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The responses to Item 3 and Item 5 are incorporated herein by
reference. In addition, the Reporting Persons have demand registration and
"piggy-back" registration rights with respect to substantially all of the
Common Stock reported herein.
Item 7. Material to be filed as Exhibits
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99.1 Registration Rights Agreement.*
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* Incorporated by reference to Exhibit 10(g) of INTERCO's Annual Report on Form
10-K for the period ended December 31, 1992.
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APPENDIX A TO ITEM 2
The following sets forth information with respect to the general
partners, executive officers, directors and principal shareholders of Lion
Advisors, Lion Capital, which is the sole general partner of Lion Advisors,
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 general partner of Apollo Advisors ("Capital
Management"), and Apollo Fund Administration Limited ("Administration"), the
administrative general partner of Apollo.
The principal occupation of each of 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, and as an executive officer and director
of Capital Management and of Lion Capital. The principal business of each of
Apollo Advisors, Capital Management and Lion Capital is to provide advice
regarding investments in securities. The principal offices of Capital
Management and Lion Capital are located at Two Manhattanville Road, Purchase,
New York 10577.
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
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accounting, administrative and other services to Administration pursuant to a
contract. Messrs. Black, Cogut and Hannan are the beneficial owners of the
stock of Administration.
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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 and agree that this statement may be filed jointly with Apollo
Investment Fund, L.P.
Dated: December 23, 1994
LION ADVISORS, L.P.
By: Lion Capital Management, Inc.
General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President, Lion Capital
Management, Inc.
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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 and agree that this statement may be filed jointly with Lion
Advisors, L.P.
Dated: December 23, 1994
APOLLO INVESTMENT FUND, L.P.
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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