SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
Amendment No. 1
INTEK DIVERSIFIED CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
458134103
(CUSIP Number)
James P. Duffy, III
Berg and Duffy
200 Willis Avenue
Mineola, New York 11501
(516) 877-0070
(Name, Address, and Telephone Number
of Persons Authorized to Receive
Notices and Communications)
July 31, 1995
(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 this statement [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 458134103 Page 2
_____________________________________________________________________
1) NAME OF REPORTING PERSON OCTAGON INVESTMENTS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
_____________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
_____________________________________________________________________
3) SEC USE ONLY
_____________________________________________________________________
4) SOURCE OF FUNDS
_____________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e)
/_/
_____________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
_____________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 690,000 (See Item 5)
SHARES _________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 829,000 (See Item 5)
EACH _________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 690,000 (See Item 5)
WITH _________________________________________________
10) SHARED DISPOSITIVE POWER
829,000 (See Item 5)
_____________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
829,000 (See Item 5)
_____________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
_____________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
_____________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_____________________________________________________________________
<PAGE>
SCHEDULE 13D
CUSIP No. 458134103 Page 3
_____________________________________________________________________
1) NAME OF REPORTING PERSON THE CEDAR TRUST
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
_____________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
_____________________________________________________________________
3) SEC USE ONLY
_____________________________________________________________________
4) SOURCE OF FUNDS
_____________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e)
/_/
_____________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
_____________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 829,000 (See Item 5)
SHARES _________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH _________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 829,000 (See Item 5)
WITH _________________________________________________
10) SHARED DISPOSITIVE POWER
_____________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
829,000 (See Item 5)
_____________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
_____________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
_____________________________________________________________________
14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________
<PAGE>
SCHEDULE 13D
CUSIP No. 458134103 Page 4
_____________________________________________________________________
1) NAME OF REPORTING PERSON OCTAGON LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
_____________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) /_/
_____________________________________________________________________
3) SEC USE ONLY
_____________________________________________________________________
4) SOURCE OF FUNDS
_____________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e)
/_/
_____________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
_____________________________________________________________________
NUMBER 7) SOLE VOTING POWER
OF 139,000 (See Item 5)
SHARES _________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 829,000 (See Item 5)
EACH _________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 139,000 (See Item 5)
WITH _________________________________________________
10) SHARED DISPOSITIVE POWER
829,000 (See Item 5)
_____________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
848,300 (See Item 5)
_____________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
_____________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
_____________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
_____________________________________________________________________
<PAGE>
Item 2. Identity and Background.
(a) (c), (f) Of the 829,000 Shares that are the subject of
this Amendment, 690,000 are owned by Octagon Investments Limited
("Octagon Investments") and 139,000 are owned by Octagon Limited.
This Amendment is being filed by Octagon Investments, Octagon
Limited, and The Cedar Trust (the "Trust"). Octagon Investments,
Octagon Limited, and the Trust are collectively referred to herein as
the "Reporting Persons".
Octagon Limited is a company incorporated under the laws of
Guernsey. Its principal business is securities investment and trading,
and the address of its principal business and principal office is
LaTourgand House, Lower Pollet, St Peter Port, Guernsey, Channel Islands
GY11 4EA. Octagon Limited is a 100% owned subsidiary of Octagon Holdings
Limited ("Octagon Holdings"), a company incorporated under the laws
of Guernsey. Octagon Holding's principal business is to act as a
holding company.
The name, residence or business address, present principal
occupation or employment and citizenship (and the name, principal
business and address of any corporation or other organization in which
such employment is conducted) of each executive officer and director of
Octagon Limited are set forth in Section A of Schedule I annexed to the
Schedule 13D dated June 27, 1995 (the "initial Schedule 13D"), of Cedar
Trust and Octagon Investments except that John N. Le Conte is not an
officer or a director of Octagon Limited.
Item 3. Source and Amount of Funds or Other Consideration.
Octagon Limited borrowed the funds it used to make purchases
of the Shares pursuant to a Facility Agreement, dated January 15, 1992
(the "Facility Agreement"), between Octagon Limited and Pierson ICS
Limited (now MeesPierson ICS, Limited), a company incorporated under the
laws of the United Kingdom ("MeesPierson). The foregoing description of
the Facility Agreement is qualified in its entirety by reference to the
copy thereof filed herewith as Exhibit 2, which is hereby incorporated
herein by reference.
Item 4. Purpose of Transaction.
The Shares were acquired for investment purposes.
Depending upon market conditions and other relevant economic
factors then prevailing, Octagon Investments and/or Octagon Limited may
acquire or dispose of additional Shares, or options to purchase Shares,
or other securities of the Issuer. Since April 28, 1995, Octagon
Investments has sold Shares acquired upon the exercise of Options, and
Octagon Limited has bought and sold Shares. See Item 5.
Except as set forth herein, none of the Reporting Persons has
any present plans or proposals that would result in or relate to any of
the transactions required to be described in subparagraphs (a) through
<PAGE>
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of December 19, 1995, the Reporting Persons benefi-
cially own 829,000 Shares, equal to 7.8% of the Shares outstanding
(based on 10,571,873 Shares outstanding as of November 14, 1995, as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995). Of these 829,000 Shares, 690,000 are held by
Extra Clearing as agent and for the benefit of Octagon Investments, and
139,000 are held by MeesPierson ICS, London, as agent and for the
benefit of Octagon Limited. Since April 27, 1995, 890,000 Shares were
purchased upon the exercise of Options under the Option Agreement (as
described in the Initial Schedule 13D), and as described in the table
below. Of the Shares received on the exercise of Options, 200,000
Shares were sold in the NASDAQ National Market System. See Item 5 (c)
below. In addition to the Shares purchased on the exercise of Options,
the Reporting Persons also purchased a net of 139,000 Shares in the
NASDAQ National Market System. See Item 5 (c) below.
No. of Shares Purchased Date Per Share
under Option Agreement Purchased Purchase Price
35,000 April 27, 1995 $ 1.50
200,000 May 17, 1995 1.50
107,000 June 1, 1995 1.50
58,000 June 19, 1995 1.50
490,000 July 31, 1995 1.50
(b) The Reporting Persons have sole voting and dispositive
power over the Shares beneficially owned by them.
(c) Since April 19, 1995, none of the Reporting Persons,
nor, to the best knowledge of the Reporting Persons, any of the persons:
(i) listed on Schedule I to the Original Schedule 13D, (ii) the
Trustees, or (iii) the persons listed with respect to Octagon Limited in
response to Item 2 of this Amendment No. 1 to the Initial Schedule 13D
has purchased or sold any Shares, except as described in Item 4 of the
Original Sche-dule 13D and Item 5 (a) above and except that Extra
Clearing as agent and for the benefit of Octagon Investments and Mees-
Pierson as agent and for the benefit of Octagon Limited has purchased
and sold Shares in the NASDAQ National Market System as described in the
table below:
Average
No. of Transaction Per Share
Shares Company* Date Type Sales Price**
5,000 I April 19, 1995 Sold $ 4.50
<PAGE>
Average
No. of Transaction Per Share
Shares Company* Date Type Sales Price**
2,500 I April 28, 1995 Sold 5.1875
20,500 L April 28, 1995 Buy 5.0616
5,000 L May 16, 1995 Buy 5.1875
2,000 L May 17, 1995 Buy 4.8125
20,000 L May 18, 1995 Buy 5.5625
5,000 I May 30, 1995 Sold 8.25
20,500 I May 31, 1995 Sold 8.00
2,500 I May 31, 1995 Sold 7.75
3,800 I June 1, 1995 Sold 8.375
25,000 I June 2, 1995 Sold 8.375
7,700 I June 6, 1995 Sold 9.00
5,000 I June 6, 1995 Sold 9.25
5,000 I June 6, 1995 Sold 9.375
1,500 I June 6, 1995 Sold 9.50
2,300 I June 6, 1995 Sold 9.5625
23,500 I June 12, 1995 Sold 9.625
26,500 I June 12, 1995 Sold 9.875
10,000 I June 14, 1995 Sold 9.75
4,500 I June 14, 1995 Sold 9.5625
19,500 I June 15, 1995 Sold 9.75
500 I June 15, 1995 Sold 9.1875
10,000 I June 19, 1995 Sold 10.125
10,000 I June 20, 1995 Sold 10.125
17,500 L June 22, 1995 Sold 10.2843
4,700 I June 23, 1995 Sold 10.125
<PAGE>
Average
No. of Transaction Per Share
Shares Company* Date Type Sales Price**
10,000 L July 6, 1995 Sold 10.2843
10,000 L July 7, 1995 Sold 10.7693
57,700 L August 31, 1995 Buy 6.2108
46,000 L September 1, 1995 Buy 7.7019
17,100 L September 5, 1995 Buy 7.726
17,000 L September 8, 1995 Buy 7.81
96,100 L September 11, 1995 Sold 7.3895
12,500 L September 12, 1995 Buy 7.56
4,500 L September 14, 1995 Sold 7.63
7,800 L September 14, 1995 Buy 7.839
10,500 L September 19, 1995 Buy 8.1909
800 L September 20, 1995 Buy 8.185
47,000 L September 22, 1995 Buy 8.06
4,500 L October 23, 1995 Sold 7.625
14,500 L October 24, 1995 Sold 7.6638
15,000 L October 27, 1995 Sold 7.70825
7,500 L October 31, 1995 Sold 8.03
16,500 L November 2, 1995 Sold 8.250
2,200 L November 6, 1995 Sold 8.0056
9,500 L November 7, 1995 Sold 8.000
50,000 L November 20, 1995 Sold 7.829
30,000 L November 21, 1995 Sold 7.882
19,300 L November 30, 1995 Sold 7.750
*I stands for Octagon Investments and L for Octagon Limited.
**Before Commissions
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Agreement of joint filing pursuant to Rule 13d (1)-f.
Exhibit 2 -- Facility Agreement dated January 15, 1992, between
Pierson ICS Limited (now MeesPierson ICS, Limited),
and Octagon Limited.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certified that the information set
forth in this Statement is true, complete and correct.
Dated: January 8, 1996
OCTAGON INVESTMENTS LIMITED
By: /s/ Bernard A.E. Saunders
Signature
Bernard A.E. Saunders, Chairman
Name/Title
OCTAGON LIMITED
By: /s/ Bernard A.E. Saunders
Signature
Bernard A.E. Saunders, Chairman
Name/Title
THE CEDAR TRUST
By: /s/ J.M. Smith
Signature
J.M. Smith, Trustee
Name/Title
By: /s/ John Ludden
Signature
John Ludden, Trustee
Name/Title
<PAGE>
EXHIBIT INDEX
Exhibit Description
1 Agreement of joint filing pursuant to Rule 13d (1)-f.
2 Facility Agreement dated January 15, 1992, between
Pierson ICS Limited (now MeesPierson ICS, Limited),
and Octagon Limited.
<PAGE>
Exhibit 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, Amendment No. 1 to the Statement on
Schedule 13D (the "Statement") to which this Agreement is attached as an
exhibit, and agree that such Amendment, as so filed, is filed on behalf
of each of them.
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which together
shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: January 8, 1996
OCTAGON INVESTMENTS LIMITED
By: /s/ Bernard A.E. Saunders
Signature
Bernard A.E. Saunders, Chairman
Name/Title
OCTAGON LIMITED
By: /s/ Bernard A.E. Saunders
Signature
Bernard A.E. Saunders, Chairman
Name/Title
THE CEDAR TRUST
By: /s/ J. Marcus Smith
Signature
J. Marcus Smith, Trustee
Name/Title
By: /s/ John Ludden
Signature
John Ludden, Trustee
Name/Title
<PAGE>
Exhibit 2
Our Ref: SPG/CKW/10313 I C S
15th January 1992 PIERSON ICS LIMITED
99 Gresham Street, London EC2V 7PH
Attn: Mr & Mrs Burdell Telephone: 071-696 0500
Fax: 071-600 1732 - Telex: 265704
Octagon Trading Ltd
Villa Marie Antoinette
61 Ave Claude Vignon
St Jean Cap Ferrat
France 06230
Dear Mr & Mrs Burdell,
We would like to confirm at this time that your credit line with us has
been increased to L40,000,000.00 (Forty Million Pound Sterling). This
line is available to you until further notice and will be reviewed every
six months.
The conditions of the line are as follows:
- You can draw in current account and take up advances up to 12
months in the form of term loans in sterling as well as all
other convertible currencies.
- Rates: Current account - ABN-Amro base plus 1.5%
Term Loans - Interbank offered rate plus .75%
Credit balances - ABN Amro base minus 1.5%
- Outstanding borrowings converted to sterling at the prevailing
exchange rate may not exceed the above line of L40,000,000.00.
- The agreed trading parameters (see enclosed) are adhered to at
all times.
As to the matter the financial position of Mr Burdell we are in receipt
of a letter from Messrs Meltzer, Lippe, Goldstein & Wolf confirming that
the matter is in the process of being resolved. We would appreciate
being informed on any progress, and invite you to give us an update on
the situation in any case no later than the end of the first quarter of
this year.
Member of The London Stock Exchange
Member of The Securities & Futures Authority
Member of all Principal London Exchanges
Registered Office: As Above
Registered in England No: 1910192
<PAGE>
Page 2 I C S
15th January 1992
We invite you to forward to us an appropriate board resolution accepting
this facility.
We invite you to sign this letter and the enclosed exhibit as evidence
of your agreement to the terms and conditions of our arrangement.
Confirmation
__________________________________________
For and on behalf of Octagon Trading Ltd
/S/
<PAGE>
OCTAGON TRADING PARAMETERS I C S
Leverage
Bonds
Fully hedged positions
(equity and interest) 15 to 1
Partial hedge
(interest only) 10 to 1
Other
Unhedged warrants (maturity over 1 year) 2 to 1
Unhedged options (maturity below 1 year) 1 to 1
Haircut
SPA requirements + 30%
Exposure
No more than 25% of credit line for any
one related position - hedged
No more than 10% of credit line for any
one related position - partial hedge
No more than 20% of haircut for any one
related position.
Quality of bonds
Pre-advise and pre-approval by ICS for any unrated bond positions
or any positions which last for more than one
year.
Trading in rated bonds restricted to AA
rating or better.
(10212.let)
Confirmation
________________________________________________
Signed for and on behalf of Octagon trading Ltd
/S/
<PAGE>
OCTAGON TRADING PARAMETERS I C S
Leverage
Bonds
Fully hedged positions
(equity and interest) 15 to 1
Partial hedge
(interest only) 10 to 1
Other
Unhedged warrants (maturity over 1 year) 2 to 1
Unhedged options (maturity below 1 year) 1 to 1
Haircut
SPA requirements + 30%
Exposure
No more than 25% of credit line for any
one related position - hedged
No more than 10% of credit line for any
one related position - partial hedge
No more than 20% of haircut for any one
related position.
Quality of bonds
Pre-advise and pre-approval by ICS for any unrated bond positions
or any positions which last for more than one
year.
Trading in rated bonds restricted to AA
rating or better.
(10212.let)
/S/
