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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 2)*
INTEK Diversified Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
458134-10-3
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(CUSIP Number)
Christopher J. Hubbert, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 1, 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 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
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roamer One Holdings, Inc.
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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*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,800,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,800,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,000
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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)
25.2%
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 458134-10-3
The Schedule 13D ("Schedule 13D") of Roamer One Holdings, Inc. ("Roamer")
filed on October 3, 1994 and amended on June 26, 1995 regarding the Common
Stock of INTEK Diversified Corporation ("INTEK"), par value $0.01 per share
(the "Shares"), is hereby further amended as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is amended and supplemented as follows:
(a) There are 11,125,278 Shares of INTEK outstanding. Roamer
beneficially owns 2,800,000 Shares, or approximately 25.2% of the outstanding
shares.
(b) Nicholas R. Wilson, as a director, the President and the 73.5% owner
of Roamer's outstanding common stock, has the sole power to direct the voting
and disposition (except as set forth in Exhibit 7.G, attached hereto) of the
Shares owned by Roamer.
(c) Since the filing of Amendment No. 1 to Schedule 13D on June 26,
1995, Roamer has sold 800,000 Shares to Simmonds Capital, Ltd. (formally known
as Simmonds Communications, Ltd.) ("SCL") as follows:
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Approximate Per
Date Number of Shares Share Price
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March 1, 1996 200,000 $1.50
April 8, 1996 50,000 $1.50
April 29, 1996 150,000 $1.50
May 24, 1996 200,000 $1.50
June 2, 1996 200,000 $1.50
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 of Schedule 13D is amended and supplemented as follows:
On February 27, 1996, Roamer and SCL amended the Option Agreement, as such
term is defined in Amendment No. 1 to Schedule 13D, filed on June 26, 1995. A
copy of such amendment to the Option Agreement is attached hereto as Exhibit
7.G.
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CUSIP No. 458134-10-3
Item 7. Material to be Filed as Exhibits.
Item 7 of Schedule 13D is amended and supplemented as follows:
Exhibit 7.G -- Amendment to Option Agreement
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CUSIP No. 458134-10-3
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.
Dated: July 9, 1996 Roamer One Holdings, Inc.
/s/ Steven L. Wasserman
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Steven L. Wasserman, Secretary
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Exhibit Index
Exhibit 7.G -- Amendment to Option Agreement
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Exhibit 7.G
ROAMER ONE HOLDINGS, INC.
1431 West 117th Street
Cleveland, Ohio 44102
February 27, 1996
VIA FACSIMILE (416) 221-3800
AND REGULAR U.S. MAIL
Mr. John G. Simmonds
Simmonds Capital Ltd.
5255 Yonge Street, Suite 1050
Willowdale, Ontario
Canada
M2N 6P4
RE: Amendment to Option Agreement dated June 16, 1995
Dear John:
This letter will confirm the agreement we have reached concerning the
Option Agreement previously executed by and between Roamer One Holdings, Inc.
("ROH") and Simmonds Communications, Ltd. ("SCL") relating to 1,800,000 shares
of INTEK Diversified Corporation ("INTEK"). For good and valuable
consideration ROH and SCL have agreed to amend the Option Agreement as follows:
1. On March 1, 1996, SCL will exercise its option on 200,000 shares of
INTEK by wire transfer of $300,000 to the escrow account of Kohrman Jackson &
Krantz, attention S. L. Wasserman; IOLTA Provident Bank; ABA No. 042000424;
Account No. 0619-520.
2. SCL will exercise its option for the remaining 1,600,000 shares
beginning April 1, 1996, at the rate of 50,000 shares per week, with
contemporaneous wire transfers of $75,000 per week to the referenced escrow
account. It is the intention of SCL and ROH that SCL will exercise its option
with respect to all 1,800,000 shares of INTEK on or before November 30, 1996.
3. SCL and ROH will jointly advise the R-M Trust Company, which holds
the INTEK certificates pursuant to the Pledge Agreement, of our agreement to
amend the terms of the Option Agreement, and will deliver a signed copy to and
obtain a written acknowledgment from the R-M Trust Company of the terms hereof.
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Roamer One Holdings, Inc.
Mr. John G. Simmonds
Page Two
February 27, 1996
4. In the event SCL fails to exercise any of its weekly options to
purchase 50,000 shares of INTEK, SCL or its assigns will forfeit the option to
purchase any shares not purchased, subject to the terms and conditions set
forth in the Option Agreement.
Except as modified hereby, all other terms and conditions of the Option
Agreement shall remain in full force and effect. Further, ROH and SCL agree to
execute such further agreements, documents or other instruments as may be
required to effectuate the terms hereof.
Kindly acknowledge your acceptance of and agreement to the terms and
conditions of this letter by signing and dating below, and returning a copy to
our offices.
Very truly yours,
/s/ Nicholas R. Wilson
Nicholas R. Wilson
President
Agreed to and Acknowledged by:
Simmonds Capital Ltd.
By: /s/ John G. Simmonds
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Its: President and CEO
Date: February 27, 1996
