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UNITED STATES OMB NUMBER: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _________)*
INTEK DIVERSIFIED CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
458134 10 3
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(CUSIP Number)
Robert B. Kelly, 1101 30th Street, N.W., Washington, D.C. 20007 (202) 342-0460
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
8/1/95
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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. 458134 10 3 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SECURICOR INTERNATIONAL LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
7 SOLE VOTING POWER
NUMBER OF 937,042
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 937,042
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
937,042
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6
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SCHEDULE 13D
Item 1. Security and Issuer.
Security: Common Stock
Issuer: Intek Diversified Corporation
970 West 190th Street
Suite 720
Torrance, California 90502
Item 2. Identity and Background.
(a) Name: Securicor International
Limited, a United Kingdom
corporation (the "Reporting
Person")
(b) Address: Sutton Park House
15 Carshalton Road
Sutton, Surrey SM1 4LD
United Kingdom
(c) Principal Business: Provision of security
services
(d) Criminal Convictions: None
(e) Civil Adjudication of
Violation of Securities Laws: None
Item 3. Source and Amount of Funds or Other Consideration.
The Issuer and its wholly-owned subsidiary, Roamer One, Inc., a
Delaware corporation ("Roamer One"), have entered into a Financing Agreement
and related agreements with Linear Modulation Technology Limited ("LMT"), a
subsidiary of Securicor Group, plc, located in Bath, England, and Simmonds
Communications Ltd. ("SCL"), providing for the financing and delivery by LMT of
$2,900,000 worth of base station equipment and $1,100,000 worth of mobile
radios in exchange for an equal value of the Issuer's stock, to be issued to
the Reporting Person. The Reporting Person is a wholly-owned subsidiary of
Security Services, plc, of which Securicor Group, plc owns 50.75%. The number
of shares was determined by the average of the closing bid and asked prices for
the Common Stock of the Issuer for the ten trading days prior to March 22,
1995.
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Item 4. Purpose of Transaction.
See Item 3. SCL and Securicor Group, plc are discussing additional
financing arrangements with the Issuer and Roamer One, including the extension
of a significant credit line, for the purchase of additional LMT equipment.
The structure of future financing arrangements between the parties is
undetermined at this stage.
Except as set forth above, the Reporting Person does not have any
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
(a)(b) The Reporting Person has the sole power to vote and
dispose of, and is the beneficial owner of, 937,042 shares of Common Stock of
the Issuer, which is 8.9% of the outstanding Common Stock of the Issuer.
(c) During the past 60 days, the Reporting Person has only
acquired shares of the Issuer in the single transaction described in Item 3
above.
(d) No person or entity other than the Reporting Person has the
right to receive or power to directly receive dividends from or the proceeds
from the sale of the securities of the Issuer owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to the transaction described in Item 3, the Issuer granted
certain registration rights to the Reporting Person with respect to the shares
of Common Stock of the Issuer acquired by the Reporting Person and identified
in this Schedule 13D.
Except as set forth above, the Reporting Person has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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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.
Date: August 4 , 1995 /s/ C.SHIRTCLIFFE
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Signature
/s/ C. Shirtcliffe/Director
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Name/Title
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