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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. 21)*
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
970 West 190th Street, Suite 720
Torrance, California 90502
(310) 366-7335
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1996
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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.
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*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
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Simmonds Capital Limited
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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*
WC; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
2,560,850
NUMBER OF
SHARES --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH --
REPORTING
PERSON WITH --------------------------------------------
9 SOLE DISPOSITIVE POWER
2,560,850
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10 SHARED DISPOSITIVE POWER
--
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,560,850
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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)
18.69%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 458134 10 3
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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"), on May 10, 1995 ("Amendment No. 5"), on June 5, 1995 ("Amendment No.
6"), on June 9, 1995 ("Amendment No. 7"), on June 26, 1995 ("Amendment No. 8"),
on July 10, 1995 ("Amendment No. 9"), on August 9, 1995 ("Amendment No. 10"), on
November 27, 1995 ("Amendment No. 11"), on March 18, 1996 ("Amendment No. 12"),
on April 8, 1996 ("Amendment No. 13"), on April 16, 1996 ("Amendment No. 14"),
on April 23, 1996 ("Amendment No. 15"), on June 10, 1996 ("Amendment No. 16"),
on June 27, 1996 ("Amendment No. 17"), on July 12, 1996 ("Amendment No. 18"), on
September 30, 1996 ("Amendment No. 19"), and on October 15, 1996 ("Amendment No.
20") on behalf of Simmonds Capital Limited ("SCL") is hereby further amended as
follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The first two sentences of Item 3 of the Schedule 13D are amended by
deleting such sentences in their entirety, and inserting in their stead the
following:
SCL acquired 4,060,850 shares of Common Stock and options to purchase
1,800,000 shares of Common Stock as described below. After the exercise
of a portion of the options to purchase 1,200,000 shares of Common
Stock as described in subparagraph (g) of this Item 13D, and the
disposition of 2,100,000 shares of Common Stock as described in Item 5
subparagraphs (c), (h), (i), (j), (k), (m), (n), (o), (q) and (r) of
this Schedule 13D, SCL is the beneficial owner of 2,560,850 shares of
Common Stock (inclusive of 600,000 unexercised options).
Item 3 of the Schedule 13D is further amended by deleting the last
sentence of subparagraph (g) and inserting in its stead the following:
On April 8, 1996, April 29, 1996, May 24, 1996, July 2, 1996, August
30, 1996, October 1, 1996, and October 31, 1996, SCL exercised an
additional 50,000, 150,000, 200,000, 200,000, 200,000, 66,667 and
133,333, respectively, of the foregoing options to purchase shares of
Common Stock from Roamer One Holdings.
ITEM 4. PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is amended by deleting the last sentence
thereof and inserting in its stead the following:
On April 8, 1996, April 29, 1996, May 24, 1996, July 2, 1996, August
30, 1996, October 1, 1996, and October 31, 1996, SCL exercised an
additional 50,000, 150,000, 200,000, 200,000, 200,000, 66,667 and
133,333, respectively, of the foregoing options to purchase shares of
Common Stock from Roamer One Holdings.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Subparagraph (l) of Item 5 of the Schedule 13D is amended by deleting
the last sentence thereof and inserting in its stead the following:
On April 8, 1996, April 29, 1996, May 24, 1996, July 2, 1996, August
30, 1996, October 1, 1996 and October 31, 1996, SCL exercised an
additional 50,000, 150,000, 200,000, 200,000, 200,000, 66,667 and
133,333, respectively, of the foregoing options to purchase shares of
Common Stock from Roamer One Holdings.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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The fourth paragraph of Item 6 of the Schedule 13D is amended by
deleting the last sentence thereof in its entirety and inserting in its stead
the following:
On March 1, 1996, April 8, 1996, April 29, 1996, May 24, 1996, July 2,
1996, August 30, 1996, October 1, 1996 and October 31, 1996, SCL
exercised its rights under the foregoing options to acquire 200,000,
50,000, 150,000, 200,000, 200,000, 200,000, 66,667 and 133,333 shares,
respectively, of Common Stock from Roamer One Holdings.
Page 3 of 4 Pages
CUSIP NO. 458134 10 3
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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 CAPITAL LIMITED
November 4, 1996
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(Date)
/s/ David C. O'Kell
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(Signature)
David C. O'Kell, Executive Vice President and Secretary
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(Name/Title)
Page 4 of 4 Pages
CUSIP NO. 458134 10 3
