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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. 6)*
Intek Diversified Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
458134 10 3
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(CUSIP Number)
Nicholas R. Wilson
Chairman
Intek Diversified Corporation
5800 West Jefferson Boulevard
Los Angeles, California 90016
(310) 366-7703
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 1995
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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 3d-(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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CUSIP No. 458134 10 3 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Simmonds Communications Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
n/a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
1,965,850
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,965,850
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,965,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9 %
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 458134 10 3 Page 2 of 4 Pages
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SCHEDULE 13D
The Schedule 13D filed on March 7, 1994 (the "Schedule 13D") and
amended on March 29, 1994 ("Amendment No. 1"), on July 22, 1994 ("Amendment No.
2"), on September 23, 1994 ("Amendment No. 3"), on April 10, 1995 ("Amendment
No. 4"), and on May 10, 1995 ("Amendment No. 5"), on behalf of Simmonds
Communications Ltd. ("SCL") is hereby amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 is amended by deleting the second sentence thereof and
inserting in its stead the following:
After the disposition of 745,000 shares of Common Stock
described in Item 5 subparts (c), (h), (i) and (j), SCL is the
beneficial owner of 1,965,850 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
Delete the initial reference to 2,165,850 in the first
sentence thereof and insert in its stead the following:
1,965,850.
Insert a new subparagraph (j) as follows:
(j) On May 17, 1995, Extra Clearing B.V.
exercised a portion of the options granted to
it by SCL to acquire 200,000 shares of Common
Stock reducing SCL's total holdings to
1,965,850 shares of Common Stock (21.9 % of
the total outstanding shares of Common
Stock), subject to various contracts and
arrangements.
Delete the penultimate sentence of Item 5 and insert in its
stead the following:
As of May 17, 1995, SCL beneficially owned 1,965,850
shares of Common Stock, subject to various contracts
and arrangements. See Item 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Item 6 is amended by inserting immediately prior to the penultimate
paragraph of item six, the following new paragraph:
As of May 25, 1995, SCL entered into an option
agreement (the "Bradley Option Agreement") (a copy of which is
attached hereto as Exhibit J) with Bradley Ltd. of Hamilton,
Bermuda, pursuant to which Optionee paid SCL One Hundred
Thousand Dollars ($100,000) for options, exercisable through
September 30, 1999, to purchase up to one hundred thousand
(100,000) shares of Intek Common Stock for $1.50 per share,
subject to any applicable regulatory or tax restrictions.
ITEM 7. EXHIBITS.
--------
Item 7 is amended by adding at the end thereof the following new
exhibit:
Exhibit J - Bradley Option Agreement
CUSIP NO. 458134 10 3 Page 3 of 4 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth herein is true, complete and
correct.
SIMMONDS COMMUNICATIONS LTD.
June 5, 1995
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(Date)
/s/ David O'Kell
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(Signature)
David C. O'Kell
Executive Vice President and Secretary
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(Name/Title)
CUSIP NO. 458134 10 3 Page 4 of 4 Pages
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EXHIBIT J
May 18, 1995
Mr. Christopher Wetherhill
Bradley Ltd.
Hemisphere Management Limited
Hemisphere House
9 Church Street
P.O. Box 951
Hamilton HMDX, Bermuda
Dear Mr. Wetherhill:
The following is a Memorandum of Understanding between yourself and Simmonds
Communications Ltd. ("SCL") concerning an Option Agreement for the purchase of
100,000 common shares of Intek Diversified Corporation of Los Angeles,
California.
1.0 OPTION
In consideration for the payment of $100,000 USF, SCL hereby grants to Bradley
Ltd. of Hamilton, Bermuda, the Option to purchase 100,000 common shares of
Intek Diversified Corporation at the price of $1.50 USF per share.
2.0 TERM
The Option may be exercised at any time and from time to time in whole or in
part, and shall expire on September 30, 1999.
3.0 TRANSFER RIGHTS
3.1 The Option may be transferred in whole or in part by Hemisphere
Management Limited subject to the agreements and restrictions
contained herein.
3.2 SCL may transfer the obligation to sell all or any portion of the
common shares of Intek, subject to the agreements and restrictions
contained herein.
4.0 CLOSING DATE
The Option shall be granted upon payment to SCL of 100,000 USF which shall be
on or before May 30, 1995. The agreements contemplated by this Memorandum of
Understanding shall expire if the payment to is not received by May 30, 1995.
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Mr. Christopher Wetherhill, Bradley Ltd.
Page 2
May 18, 1995
5.0 CONDITION PRECEDENT
The grant of the Option and the subsequent sale of the common shares of Intek
shall be subject to any regulatory and tax restrictions governing the sale of
securities.
Sincerely,
/s/John G. Simmonds
John G. Simmonds
President
Agreed and accepted on this 25th day of May, 1995.
/s/Christopher Wetherhill
Christopher Wetherhill
