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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 1)
INTEK DIVERSIFIED CORPORATION
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(Name of Issuer)
Common Stock 458134 10 3
- ----------------------------------- -----------------------------------
(Title of class of securities) (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)
March 7, 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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 458134 10 3 13D
1 NAME OF REPORTING PERSON: Securicor International 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: 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United Kingdom
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 937,042
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 937,042
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 937,042
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.6%
14 TYPE OF REPORTING PERSON: CO
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This amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission (the "Commission")
by Securicor International Limited (the "Reporting Person") with
respect to its ownership of common stock, par value $.01 per share
(the "Common Stock"), of Intek Diversified Corporation (the "Issuer").
Unless otherwise indicated, all capitalized terms used herein shall
have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
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Item 4 is hereby amended and supplemented by the addition of
the following information:
On March 7, 1996, the Issuer, Simmonds Capital Limited
("Simmonds Capital"), Roamer One and Securicor Communications Ltd., an
affiliate of the Reporting Person, entered into a letter of intent
(the "Letter of Intent") regarding the combination of certain of their
wireless communication businesses and related technology. Securicor
Communications Ltd. is a wholly-owned subsidiary of Security Services,
plc, which also owns 100% of the issued and outstanding capital stock
of the Reporting Person. If the transactions contemplated by the
Letter of Intent are consummated, (i) Securicor Communications Ltd.
will receive 25,000,000 shares of Common Stock in exchange for all of
the issued and outstanding securities of Securicor Radiocoms Ltd. and
all of Securicor Communications Ltd.'s shares of Preferred Stock of
E.F. Johnson Company, and (ii) Issuer will acquire a certain license
from an indirect, wholly-owned subsidiary of Simmonds Capital and will
acquire certain intangible assets, in exchange for the issuance of
2,500,000 shares of Common Stock to Simmonds Capital. The completion
of the transactions contemplated by the Letter of Intent is subject to
the completion of due diligence reviews by the parties, the
negotiation and execution of definitive documentation and other terms
and conditions, including the receipt of regulatory and third-party
approvals and consents and the approval of the Issuer's shareholders
of the proposed transactions. The Issuer also has announced that,
following consummation of the transactions contemplated by the Letter
of Intent, it intends to effect a public offering of its securities.
Upon completion of the transactions contemplated by the
Letter of Intent, the Reporting Person and Securicor Communications
Ltd. will beneficially own an aggregate of 25,937,042 shares of Common
Stock, or approximately 67.4% of the issued and outstanding shares of
Common Stock on a pro forma basis. After giving effect to the
contemplated public offering,
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the Reporting Person and Securicor Communications Ltd. currently
intend to hold a majority of the issued and outstanding shares of
Common Stock.
Except as set forth herein, the Reporting Person has no
present plans or proposals which relate to or would result in any of
the events required to be disclosed under this Item 4.
Item 7. Material to be Filed as Exhibits
--------------------------------
The following are filed herewith as exhibits to this
Schedule 13D:
(1) Letter of Intent, dated as of March 7, 1996, by and
among the Issuer, Simmonds Capital, Securicor
Communications Ltd. and Roamer One
(2) Joint Press Release, dated March 8, 1996, of the
Issuer, Simmonds Capital and Securicor Group plc
(3) Press Release, dated March 8, 1996, of Securicor Group
plc
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SIGNATURE
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in this statement is true,
complete and correct.
Date: March 12, 1996 /s/ Nigel Griffiths
__________________________
Signature
Nigel Griffiths/Director
_________________________
Name/Title
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EXHIBIT INDEX
Exhibits: (1) Letter of Intent, dated as of March 7, 1996, by and
among Issuer, Simmonds Capital, Securicor
Communications Ltd. and Roamer One
(2) Joint Press Release, dated March 8, 1996, of the
Issuer, Simmonds Capital and Securicor Group plc
(3) Press Release, dated March 8, 1996, of Securicor Group
plc
NYFS09...:\73\73273\0003\1224\SCH3096L.24A
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EXHIBIT (1)
INTEK
970 West 190th Street, Suite 720
Torrance, California 90502
310-366-7335
Fax: 310-366-7712
March 7, 1996
Simmonds Capital Limited
5255 Yonge Street, Suite 1050
Willodale, Ontario M2N 6P4
CANADA
Securicor Communications Ltd.
Sutton Park House
15 Carshalton Road
Sutton Surrey SM1 4LD
ENGLAND
Roamer One Holdings, Inc.
1431 West 117th Street
Cleveland, Ohio 44107
Re: Proposed Combination of Land Mobile Radio Businesses
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Gentlemen:
Intek Diversified Corporation, a Delaware corporation
("Intek"), proposes to enter into agreements with Midland
International Corporation ("Midland U.S."), a Delaware corporation and
a wholly-owned indirect subsidiary of Simmonds Capital Limited, an
Ontario corporation ("Simmonds"), pursuant to which it will acquire a
license (the "License" or the "License Agreement") to operate Midland
U.S.'s Land Mobile Radio ("LMR") business in the United States as
specified herein and will acquire certain intangible assets pursuant
to an asset purchase agreement (the "Asset Purchase Agreement").
Simultaneously, Intek also proposes to enter into an agreement (the
"Buy-Sell Agreement") with Securicor Communications Ltd., a
corporation formed under the laws of England and Wales ("Securicor"),
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pursuant to which Intek will acquire all of the outstanding securities
of Securicor's wholly-owned subsidiary, Securicor Radiocoms Ltd.
("Radiocoms"), together with all the Preferred Stock which Securicor
holds in E.F. Johnson Company, a Minnesota corporation ("Johnson").
All such transactions (the "Transactions") are to be consummated at
the Closing (as hereinafter defined) on the following terms and
conditions (provided that, notwithstanding anything to the contrary
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contained herein which may state the form or structure of one or more
of the Transactions, the parties shall cooperate to create a structure
for the Transactions that meets the parties' business, tax and legal
objectives):
1. Intek will acquire a perpetual, exclusive License to
operate Midland U.S.'s LMR business in the United States, including
existing and future LMR products, but excluding the Midland 70-1336 &
17-1526 and Midland 70-9020 & 70-9405 LTR products, and to use of all
Midland U.S. trademarks and the Midland name in the United States.
Intek will also acquire: (i) rights and obligations to purchase as a
"Midland Affiliate" under the Midland Hitachi Denshi Ltd. supply
agreement dated May 12, 1994 (the "Hitachi Supply Agreement"), and
similar arrangements with other Midland vendors (with applicable
charges payable to Simmonds); (ii) all Midland U.S. direct supply
agreements and quotations; (iii) all Midland U.S. dealer
relationships, agreements and contracts; and (iv) all Midland U.S.
customer order backlog. Notwithstanding the foregoing, the License
would not extend to (i) Midland U.S. consumer products, Midland 70-
1336 & 70-1526 or Midland 70-9020 & 70-9405 products or (ii) any sales
or business outside of the United States. In connection with the
foregoing, Simmonds will enter into a noncompetition agreement with
Intek on terms to be mutually agreed and Simmonds and Intek will enter
into arrangements to ensure that each of them performs, after the
Closing, each of their respective continuing obligations under the
Hitachi Supply Agreement, including without limitation, fulfillment of
minimum purchase requirements under the Hitachi Supply Agreement to be
allocated among Intek and Simmonds.
2. In consideration of the License and the purchase of
intangible assets described in paragraph 1, Intek will issue to
Simmonds 2,500,000 fully paid, non-assessable shares of common stock,
par value $0.01 per share (the "Common Stock") of Intek. Such
2,500,000 shares of Common Stock would, as of March 7, 1996, assuming
issuance of all shares of Common Stock Intek has a commitment to issue
and the additional shares of Common Stock contemplated to be issued
under this Letter of Intent, including without limitation under
paragraph 7, equal 6.0% of the
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outstanding shares of Common Stock of Intek on a fully diluted basis.
Intek shall also assume certain obligations of Midland U.S., including
outstanding purchase orders for United States products, the Securicor
supply agreement and Roamer distribution agreement regarding 220 MHz
mobiles/systems, obligations on sales and backlog orders, and customer
supply and support obligations for the United States direct supply
contracts.
3. At Intek's option, it may agree to purchase certain
inventory and other tangible assets of Midland for cash. Simmonds
and/or Midland U.S. will also provide interim management services on
terms to be mutually agreed.
4. The securities to be acquired by Intek from Securicor
under the Buy-Sell Agreement include all of the outstanding securities
of Radiocoms and all of Securicor's Preferred Stock of Johnson. The
Buy-Sell Agreement shall provide for a description of the assets and
business lines included in the Radiocoms business and certain other
terms to be agreed to by the parties.
5. In consideration of the purchase of the securities
described in paragraph 4, Intek shall issue to Securicor 25,000,000
fully paid, non-assessable shares of Intek Common Stock. Such
25,000,000 shares of Common Stock would, as of March 7, 1996, assuming
issuance of all shares of Common Stock Intek has a commitment to issue
and the additional shares of Common Stock contemplated to be issued
under this Letter of Intent, including without limitation under
paragraph 7, equal 60.3% of the outstanding shares of Common Stock of
Intek on a fully diluted basis.
6. Simmonds shall transfer any Midland U.S. employees to
Intek that Securicor and Intek select.
7. From the date hereof through the earlier of the Closing
and termination of this Letter of Intent, Intek, Midland U.S. and
Radiocoms will be operated in the ordinary course of business and
consistent with past practices. Except for Intek's issuance of a $2.5
million debenture, up to 1,000,000 shares of Common Stock in an equity
offering, and up to 1,500,000 shares of Common Stock to acquire
additional licenses, as to which the parties have agreed, transactions
out of the ordinary course, including but not limited to any changes
in the outstanding equity securities of Intek or Radiocoms, any
changes in roll-out plans, any inter-affiliate transfer or related
series of inter-affiliate transfers of funds or assets involving Intek
or Radiocoms and amounts in excess of $500,000 (unless for the
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purpose of purchasing goods and services at the fair market value of
such goods and services) and any incurrence of debt or pledging of
assets or related series of incurrences of debt or pledging of assets
by Intek, Midland U.S. or Radiocoms, involving amounts in excess of
$500,000, will require the consent of Nicholas Wilson, John Simmonds
and Ed Hough. Notwithstanding the foregoing, Intek shall not issue
any portion of the 1,500,000 shares of Common Stock to acquire
additional licenses unless Nicholas Wilson, John Simmonds or Ed Hough
are in mutual agreement, provided that such agreement shall not be
unreasonably withheld. Upon or shortly following the Closing of the
Transactions, Intek shall endeavor to raise approximately $40,000,000
by a suitable placement of securities to fund further expansion of the
business and provide working capital.
8. The Closing of the Transactions will be conditioned on:
a. the negotiation and execution of a mutually
satisfactory License Agreement, Asset Purchase Agreement, Buy-Sell
Agreement (collectively, the "Transaction Agreements") and the other
documents referred to therein or otherwise required to consummate the
Transactions, including, but not limited to such supply agreements,
customer supply and support agreements, and management services
agreements as the parties shall agree;
b. the accuracy of the representations and warranties
of Intek, Midland U.S., Simmonds and Securicor as of the Closing;
c. the receipt of all necessary governmental and
regulatory approvals in connection with the Transactions;
d. the receipt of all necessary third party consents
in connection with the Transactions, including without limitation,
those related to Securicor's Preferred Stock under that certain
shareholders agreement between Securicor and Johnson;
e. approval of the Transaction Agreements by the
Boards of Directors of Intek, Simmonds and Securicor;
f. the completion of, and satisfaction of the parties
with, financial, legal, environmental and operational due diligence
regarding the Intek, Midland U.S. and Radiocoms businesses, including,
but not limited to, receipt of a satisfactory fairness opinion by the
Board of Directors of Intek;
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g. the closing of the transactions contemplated under
each of the Transaction Agreements (the "Closing");
h. the provision of December 31, 1995 audited
financial statements of Intek, Radiocoms and the Midland U.S.
businesses;
i. the absence of any material adverse change in the
businesses of Intek, Radiocoms and Midland U.S.; and
j. such other conditions as are customary in
transactions such as the Transactions.
9. In connection with the aforementioned due diligence
reviews, the parties will provide full access to their respective
records, personnel and facilities.
10. Each of Intek, Simmonds, Securicor and Roamer One
Holdings, Inc. will cause (i) any information received in connection
with the Transactions; and (ii) the substance of any discussions
between the parties, to be held in confidence and not to be disclosed
or used for any purpose other than for the review and furtherance of
the Transactions, except to the extent required by law or in
connection with obtaining necessary approvals and consents (or
required or reasonably deemed appropriate in any filing with the
Securities and Exchange Commission or other similar foreign agency).
The parties hereto acknowledge that any announcement or other
disclosure relating to the matters herein (except disclosure to their
respective professional advisors) shall be made only upon their
express mutual agreement, unless otherwise required by law or in
connection with obtaining necessary approvals and consents, such as in
order to make any filings of Schedules 13D with the Securities and
Exchange Commission with respect to the matters included herein, in
which case, the parties hereto shall consult with each other and
coordinate such disclosure to the extent reasonably feasible. The
obligations of the parties under this paragraph 10 shall survive any
termination of this Letter of Intent for a period of three (3) years
thereafter.
11. Subject to the rights, if any, of a party arising out
of the breach of the binding portions of this Letter of Intent,
whether or not the Transactions are consummated, each of the parties
hereto shall pay its legal, investment banking and accounting fees,
costs and expenses in connection with the Transactions, including the
fees and expenses of their advisors or other representatives. Intek
shall pay the fee for the Hart-Scott-Rodino filing. The parties shall
ensure that their
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respective advisors share equally in the legal and other work required
to consummate the Transactions to the extent reasonably feasible.
12. This Letter of Intent shall be governed by and
construed in accordance with the laws of the State of New York without
regard to its principles of conflicts of laws.
13. This Letter of Intent may be terminated only (i) by
mutual written consent of the parties hereto, or (ii) upon written
notice by any party to the other parties hereto if the Transaction
Agreements have not been executed by April 30, 1996; provided however,
that the termination of the binding provisions shall not affect the
liability of a party for breach of any such provision prior to the
termination. Upon termination of the binding provisions, the parties
shall have no further obligations hereunder, except as provided for in
paragraphs 10 through 15. Until the termination of this Letter of
Intent, each party agrees not to (and agrees to cause its affiliates
and shareholders not to) negotiate or enter into or continue
discussions with any other person or entity or solicit or encourage,
directly or indirectly, or furnish information to any other person or
entity regarding the sale or purchase of all or any part of the
securities, rights, and/or assets that are the subject of this Letter
of Intent.
14. Other than as set forth in paragraphs 7 and 10 through
15 hereof, this Letter of Intent is a statement of intent only and is
not intended to and does not constitute a legally binding commitment
or agreement of any party hereto, nor is there any separate oral
agreement with respect to the subject matter hereof, and none of the
parties hereto will have any liability to any other party for any
breach of the terms of this Letter of Intent, including the failure to
enter into any Transaction Agreement, other than for breach of any of
the terms of paragraphs 7 and 10 through 15. Statements herein as to
what either party may or will do are otherwise so expressed for
convenience only, and are understood to be non-binding indications of
intent only. Paragraphs 7 and 10 through 15 however, are intended to
be fully binding and enforceable by and against the parties hereto.
15. Intek hereby represents that this Letter of Intent and
the proposed transaction have been duly approved by its Board of
Directors, acting through a committee of its disinterested directors,
at a meeting duly noticed and convened at which a quorum was present.
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If the foregoing is acceptable to you, please sign the
attached counterpart of this Letter of Intent in the space provided
below and return the counterpart to the undersigned. This letter
shall become effective when we have received counterparts which have
been duly executed by Simmonds, Securicor and Roamer One Holdings,
Inc.
INTEK DIVERSIFIED CORPORATION
By:
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Title:
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Agreed to and accepted as of
the 7th day of March, 1996:
SIMMONDS CAPITAL LIMITED
By: /s/ John Simmonds
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Title: President
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SECURICOR COMMUNICATIONS LTD.
By: /s/ Edward Hough
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Title: Chief Executive
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ROAMER ONE HOLDINGS, INC.
By:
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Title:
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EXHIBIT (2)
NEWS RELEASE
PLAN FOR 3-WAY WIRELESS MERGER
ANNOUNCED BY INTEK, SIMMONDS CAPITAL, AND SECURICOR
U.S.A., CANADA, AND ENGLAND - MARCH 8, 1996 - In a joint statement,
Intek Diversified Corporation ("Intek") of Los Angeles, California and
Simmonds Capital Limited ("SCL") of Toronto, Canada and Securicor
Group plc ("Securicor") of Surrey, England today announced that they
have signed a Letter of Intent to combine certain of their wireless
communication businesses and related technology. The transaction will
combine Intek's Roamer One air time services business with the US Land
mobile radio business of Midland International Corporation
("Midland"), a wholly owned subsidiary of SCL, and the narrowband
wireless technology and manufacturing operations of Securicor
Radiocoms Limited ("SRL"), a wholly owned subsidiary of Securicor. As
a result of the proposed transaction, Intek will become an integrated
wireless company providing air time services, product distribution and
manufacturing for the wireless Land Mobile Radio market.
The completion of the proposed transactions is subject to the
completion of due diligence reviews by the parties, the negotiation
and execution of definitive documentation and customary other closing
conditions, including the receipt of regulatory and third party
approvals and consents and the approval of Intek's shareholders to the
transactions and the issuance of its common stock. The parties expect
the transactions to close during the second quarter of 1996. Intek
and SCL reported that the new three way transaction replaces the
previously announced proposed acquisition of Midland, which has been
terminated by mutual agreement of SCL and Intek.
Under the terms of the Letter of Intent, Intek will purchase a license
from Midland for the use of the Midland trademark in the United States
for the Land Mobile Radio market in exchange for approximately 2.5
million common shares of Intek. In addition, Intek will purchase for
cash from Midland certain assets which are used in the business. SCL
will retain the international operations of Midland and the SCL
Systems business which operates
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as a systems integrator for wide area communication networks. It is
contemplated that SCL will provide certain management services to
Intek for the support of the Midland two-way radio business in the
United States.
The Letter of Intent also provides that Intek will acquire all of the
shares of SRL in exchange for approximately 25 million common shares
of Intek. The SRL business includes the Linear Modulated radio
technology, a manufacturing facility in Bath, England, a network of
wireless dealers and resellers in the United Kingdom, a Specialized
Mobile Radio network in England, a wireless systems integration
business, and all of Securicor's convertible preferred shares in E.F.
Johnson, a manufacturer of wireless communications equipment in
Waseca, Minnesota.
Upon completion of the transactions contemplated by the Letter of
Intent, there will be approximately 39 million common shares of Intek
outstanding, with control passing to Securicor. It is contemplated by
the parties that Intek will then publicly offer securities to raise
funds to continue the construction of the Roamer One Specialized
Mobile Radio system infrastructure and to provide working capital. It
is Securicor's current intention to maintain its controlling interest
in Intek.
Intek Diversified Corporation is a publicly traded company on the
NASDAQ small cap exchange. (Symbol: IDCC). Through its wholly owned
subsidiary, Roamer One, Intek is constructing a nationwide Specialized
Mobile Radio network on the 220 MHz spectrum to provide voice dispatch
and mobile data services.
Securicor Group plc is a major UK international organization, with
core businesses in security services, parcels and freight
distribution, and fixed and mobile telecommunications. The
telecommunications interests include a 40% stake in Cellnet, the major
UK cellular operator which currently has in excess of 2 million
subscribers. Securicor's shares are traded on the London Stock
Exchange (Symbols: Securicor; Securicor 'A' and Security Services.)
Simmonds Capital Limited, Toronto, Ontario, is a diversified
electronics company. It is a manufacturer, distributor, and systems
integrator in the global wireless communications market and the
production and distribution of electronic components. SCL is listed
on The Toronto Stock Exchange (Symbol: SMM).
The subject of this press release includes forward looking statements
concerning a contemplated transaction. The forward looking statements
are made pursuant to the safe harbor
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provisions of the Private Securities Litigation Reform Act of 1995.
There are many factors that could cause the events in such forward
looking statements to not occur, including the inability of the
parties to negotiate final agreements or to obtain regulatory or
shareholder approvals.
For further information contact:
David Neibert Brian Faughnan
Intek Diversified Corporation Simmons Capital Limited
tel: 310-366-7703 416-221-1900 ext. 230
Dr. Ed Hough
Securicor Group
441-81-770-7000
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EXHIBIT (3)
SECURICOR JOINT VENTURE IN WIRELESS TELEPHONY IN USA
Securicor Group plc and Security Services plc (together "Securicor")
have reached agreement in principle with Intek Diversified Corporation
("Intek") of California and Simmonds Capital Limited ("Simmonds") of
Toronto to combine within Intek certain of their wireless
communication businesses and related technology.
It is proposed that the transaction, if completed, will combine the
narrowband wireless and technology operations of Securicor Radiocoms
Limited ("Radiocoms") with Intek's Roamer One air time services
business and the US land mobile radio business of Midland
International Corporation, a wholly-owned subsidiary of Simmonds.
Radiocoms' business includes linear modulation radio technology, a
private mobile radio network and a manufacturing facility near Bath,
England. The business does not include any of Securicor's cellular
telephony interests. The turnover of Radiocoms for the year ending 30
September 1995 was Pound Sterling 27m.
The proposals are subject to, inter alia, due diligence, the
negotiation of definitive agreements, the receipt of regulatory and
third party approvals and consents and the approval of Intek's
shareholders.
It is intended that the merger should be concluded towards the end of
the second quarter of 1996 and that Securicor will hold a majority of
the share capital of Intek following a proposed public offering of
Intek shares in the US to raise additional working capital.
A further announcement will be made in due course.
