<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED AND RESTATED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)*
Intek Diversified Corporation
_______________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
_______________________________________________________________________________
(Title of Class of Securities)
458134 10 3
______________________________
(CUSIP Number)
Robert Shiver
Chairman and Chief Executive Officer
Intek Diversified Corporation
970 West 190th Street, Suite 720
Torrance, California 90502
(310) 366-7335
_______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 1997
(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 of
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 PAGES
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. OF I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Simmonds Capital Limited
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
wc; oo
_______________________________________________________________________________
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
4,295,883
NUMBER OF
SHARES ______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH --
REPORTING
PERSON WITH ______________________________________________
9 SOLE DISPOSITIVE POWER
4,295,883
______________________________________________
10 SHARED DISPOSITIVE POWER
--
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,295,883
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_______________________________________________________________________________
*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"), on October 15, 1996 ("Amendment No.
20"), on November 6, 1996 ("Amendment No. 21"), as restated and amended on
November 30, 1996 ("Amendment No. 22"), and as amended on December 27, 1996
("Amendment No. 23"), as amended on January 21, 1997 ("Amendment No. 24"), as
amended on February 11, 1997 ("Amendment No. 25"), as amended on February 14,
1997 ("Amendment No. 26"), and on June 16, 1997 ("Amendment No. 27"), on behalf
of Simmonds Capital Limited ("SCL") is hereby further amended as follows:
Item 2. Identity and Background
-----------------------
The list of directors and officers of SCL is amended by deleting Mark Longden
and Michael Smith and by adding Gary Hokkanen, Vice-President Finance, 580
Granite Court, Pickering, Ontario, Canada L1W 3Z4, Vice-President Finance of
SCL, and by amending the business address for Mr. David O'Kell and Mr. John G.
Simmonds to 580 Granite Court, Pickering, Ontario, Canada L1W 3Z4.
Item 2. (f) is amended by deleting the sentence entirely and inserting the
following:
All of the executive officers and directors of SCL are citizens of Canada.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The second sentence of Item 3 of the Schedule 13D is amended by deleting the
sentence entirely and inserting the following:
After the exercise of a portion of the options to purchase 1,633,333 shares of
Common stock and the return of the unexercised options as described in
subparagraph (g) of this item 13D, and the disposition of 2,500,000 shares as
described in Item 5 subparagraphs (c), (h), (j), (k), (m), (n), (o), (q), (r),
and (s) and the acquisition of 110,000 shares as described in subparagraph (t)
and (u) of this Schedule 13D, SCL is the beneficial owner of 4,295,883 shares of
Common Stock.
Item 3 of the Schedule 13D is further amended by inserting the following to the
end of subparagraph (g):
Between July 15, 1997 and November 17, 1997 SCL, by agreement with Roamer One
Holdings, Inc., canceled and returned unexercised the remaining portion
representing 166,667 options of the foregoing option to purchase shares of
Common Stock from Roamer One Holdings, Inc.
Item 4. Purpose of the Transaction
--------------------------
Item 4 of the Schedule 13D is amended by inserting the following after the last
sentence of the fourth last paragraph:
By November 17, 1997 SCL had returned unexercised the remaining balance of
166,667 options.
Item 5. Interest in Securities of the Issuer
------------------------------------
Subparagraph (l) of Item 5. of the Schedule 13D is amended after the last
sentence by inserting the following:
By November 17, 1997 SCL had returned unexercised the remaining balance of
166,667 options.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer
---------------------------
The fourth paragraph of Item 6 of the Schedule 13D is amended after the last
sentence by inserting the following:
By November 17, 1997 SCL had returned unexercised the remaining balance of
166,667 options.
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
December 11, 1997
(Date)
/s/ David C. O'Kell
_______________________________________________________
(Signature)
David C. O'Kell, Executive Vice President and Secretary
_______________________________________________________
(Name/Title)
