<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
OAK INDUSTRIES INC.
----------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
----------------------------------------------------------------
(Title of Class of Securities)
671400-10-9
----------------------------------------------------------------
(CUSIP Number)
MR. RODERICK L. RICHARDS
FOREIGN & COLONIAL VENTURES LIMITED
EXCHANGE HOUSE, PRIMROSE STREET
LONDON EC2A 2NY ENGLAND
011-44-71-782-9829
---------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 15, 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 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).
<PAGE>
PAGE 2 OF PAGES
SCHEDULE 13D
CUSIP No. 671400-10-9
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Second Consolidated Trust PLC
No S.S. or I.R.S. Identification Number
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS / /
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
None
OF
----------------------------------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
832,673
OWNED
----------------------------------------------------------------
BY
9 SOLE DISPOSITIVE POWER
EACH
None
REPORTING
----------------------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
832,673
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,673
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IV
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
PAGE 3 OF PAGES
SCHEDULE 13D
CUSIP No. 671400-10-9
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Foreign & Colonial Ventures Limited
No S.S. or I.R.S. Identification Number
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS / /
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
None
OF
----------------------------------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
832,673
OWNED
----------------------------------------------------------------
BY
9 SOLE DISPOSITIVE POWER
EACH
None
REPORTING
----------------------------------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
832,673
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,673
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
PAGE 4 OF PAGES
AMENDMENT NO. 6 TO
STATEMENT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 6 to Schedule 13D relates to the Common Stock, par
value U.S. $0.01 (the "Shares") of Oak Industries Inc., Bay Colony Corporate
Center, 1000 Winter Street, Waltham, Massachusetts 02154, a Delaware corporation
(the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of the following persons which are
collectively referred to herein as the "Filing Parties":
Second Consolidated Trust plc ("Second Trust"), a corporation organized
under the laws of England with its principal office at Exchange House,
Primrose Street, London EC2A 2NY England. Second Trust is principally
engaged in the business of a publicly-held investment trust company.
Second Trust was established as a successor vehicle to hold the illiquid
assets of Drayton Consolidated Trust plc ("DCT"), an English investment
trust that liquidated voluntarily in November, 1992. Second Trust is in
the process of disposing of its holdings in an orderly fashion. F&C
(defined below) serves as investment advisor to Second Trust, with F&C
generally being vested with control over the voting and dispositive
power over the Shares owned by Second Trust.
Foreign & Colonial Ventures Limited ("F&C"), a corporation organized
under the laws of England with its principal office and business at
Exchange House, Primrose Street, London EC2A 2NY England. F&C is
principally engaged in the business of an investment management company.
Additionally, prior to December 23, 1993, Second Trust and F&C may have
been deemed to be members of a group with the following persons for purposes of
prior Schedules 13D and amendments thereto filed with respect to the Issuer by
the Filing Parties ("Prior Schedules"): INVESCO Group Limited ("I Group")
(formerly known as INVESCO MIM Holdings Limited); INVESCO Asset Management
Limited ("IAM") (formerly known as INVESCO MIM Management Limited); Drayton
English and International Trust PLC ("DEIT"); INVESCO General Equities Trust
("IGET"); INVESCO U.S. Smaller Companies Trust ("ISCT"); INVESCO PLC ("IP")
(formerly known as INVESCO MIM PLC); INVESCO International Limited ("I
International") (formerly known as INVESCO MIM International Limited); INVESCO
Premier Select S.A. ("IPS"); INVESCO Fund Managers Limited ("IFM") (formerly
known as INVESCO MIM Unit Trust Managers Limited); and MIM Britannia
International Holdings, Limited ("MBIH") (collectively referred to as the "MIM
Group").
Information regarding the MIM Group was provided in Prior Schedules in
accordance with Section 13 of the Securities Exchange Act of 1934, as amended
("Exchange Act") and the rules promulgated thereunder, with membership by
Second Trust in a group with any or all of the MIM Group being expressly
disclaimed in all Prior Schedules. The Filing Parties are not in any respect
affiliates of the MIM Group. The sole reason that the Filing Parties may have
been deemed to be members of a group with the MIM Group for purposes of Prior
Schedules was because the Filing Parties became parties to a Standstill
Agreement dated January 25, 1989 between the Issuer and MIM Limited (a
predecessor to a member of the MIM Group) ("Standstill Agreement") pursuant to
that certain Joinder to Standstill Agreement dated as of November 30, 1992
("Joinder Agreement"). The Standstill Agreement provides, among other things,
certain parties with a right to elect up to three (3) directors of the Issuer
if such parties hold a minimum threshold number of Shares. This ability to
elect directors was the primary reason that the Filing Parties might have been
considered as part of a "group" with the MIM Group for purposes of filing
Prior Schedules. As a result of the closing of the registered public offering
of Shares held by Second Trust and certain members of the MIM Group, the
threshold is no longer met, and therefore, the Filing Parties believe that
they should not be considered a part of a "group" with the MIM Group.
Accordingly, no information is provided with respect to any of the MIM Group,
unless the context otherwise requires.
Information concerning the directors and officers of the Filing Parties
is set forth in Schedule A to this Statement. Unless otherwise set forth in
this Schedule A, each of such persons is a citizen of the United Kingdom and has
a business address at Exchange House, Primrose Street, London EC2A 2NY, England.
<PAGE>
PAGE 5 OF PAGES
(d) and (e) None of the Filing Parties, nor to the best of their
knowledge any person named in Schedule A to this Statement, during the last five
years has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As stated above, Second Trust was established as a successor vehicle to
hold the illiquid assets of DCT. On November 27, 1992, in connection with the
reorganization of DCT, IP acquired from DCT 829,888 Shares and warrants to
purchase 153,173 additional Shares in exchange for issuing to Second Trust a
Secured Loan Note in the face amount of $6,453,920 ("Loan Note"), secured by a
pledge in favor of Second Trust of the Shares so purchased. Also in connection
with the reorganization of DCT, on November 30, 1992 Second Trust acquired from
DCT 1,445,652 Shares and Warrants to purchase 266,827 additional Shares (the
"Warrant Shares"). Following the liquidation of DCT and the transfer of DCT's
illiquid assets to Second Trust, Second Trust issued 34,205,184 of its own
ordinary shares to the shareholders of DCT in accordance with the insolvency
laws of England. The above Share information has been adjusted to account for a
1-for-5 reverse stock split effected by the Issuer in May, 1993.
After November 30, 1992, Second Trust made no purchases of Shares,
except that, in connection with the public offering of its Shares, Second Trust
exercised its option to purchase all of the Warrant Shares. On December 23,
1993, as part of the underwritten public offering of Shares, Second Trust sold
693,306 Shares, which included all of the Warrant Shares.
ITEM 4. PURPOSE OF TRANSACTION.
On November 27, 1992, DCT became subject to the insolvency laws of
England. For purposes of the orderly disposition of all of its assets as
required under those insolvency laws, DCT transferred to Second Trust that
number of Shares as set forth in Item 3 above. Second Trust's principal purpose
as a liquidating trust is to hold and manage its investments with the intention
of liquidating them in a orderly manner as soon as practical at the best price
obtainable. In furtherance thereof, Second Trust presently intends to continue
to dispose of its Shares in an orderly fashion, by selling under Rule 144 or
Rule 144(k) of the Securities Act of 1933, as amended ("Securities Act"), if
and when available, and/or by selling pursuant to other exemptions as may be
available under the Securities Act.
<PAGE>
PAGE 6 OF PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The table below sets forth the number and percentage of
Shares directly and indirectly held by each of the Filing Parties as of the date
hereof:
<TABLE>
<CAPTION>
Number of
Number of Number of Shares
Shares Shares Directly and
Directly Indirectly Indirectly Approximate
Filling Party Held Held Held Percentage
- ------------- --------- --------- ----------- ------------
<S> <C> <C> <C> <C>
Second Trust 832,673 - 832,673 4.8%
F&C - 832,673 832,673 4.8%
</TABLE>
(c) During the past sixty (60) days, Second Trust sold a total of
186,500 Shares at an average net sale price of $26.24 per share. The sales were
made pursuant to Rule 144 through Donaldson, Lufkin & Jenrette.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
As the investment manager of Second Trust, F&C generally has the right
to transfer and vote the Shares on behalf of Second Trust pursuant to the
Management Agreement between the two dated October 26, 1992. The Management
Agreement is an Exhibit to the Filing Parties's original Schedule 13D with
respect to the Issuer filed with the Commission in December, 1992.
Second Trust and F&C signed the Joinder to the Standstill Agreement
pursuant to which they agreed to be bound by the terms of the Standstill
Agreement. The Standstill Agreement is an Exhibit to the MIM Group's original
Schedule 13D with respect to the Issuer filed with the Commission in February
1989. The Joinder is an Exhibit to the Filing Parties's original Schedule 13D
with respect to the Issuer filed with the Commission in December, 1992.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
PAGE 7 OF PAGES
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: February 21, 1995
SECOND CONSOLIDATED TRUST PLC
By: Foreign & Colonial Ventures
Limited, its investment advisor
By: /s/ James J. Nelson
_______________________________
Name: The Hon. James J. Nelson
Title: Authorized Signatory
<PAGE>
PAGE 8 OF PAGES
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: February 21, 1995
FOREIGN & COLONIAL VENTURES LIMITED
By: /s/ James J. Nelson
_______________________________
Name: The Hon. James J. Nelson
Title: Authorized Signatory
<PAGE>
PAGE 9 OF PAGES
SCHEDULE A
FOREIGN & COLONIAL VENTURES LIMITED
(1) (a) The Hon. James J. Nelson
(b) Managing Director, Foreign & Colonial Ventures Limited; Director,
Foreign & Colonial Management Limited
(2) (a) Roderick L. Richards
(b) Director, Foreign & Colonial Management Limited
(3) (a) Michael J. Boxford
(b) Director, Foreign & Colonial Management Limited
(4) (a) William D. Eccles
(b) Director, Foreign & Colonial Management Limited
(5) (a) John L. Stevens
(b) Finance Director, Foreign & Colonial Ventures Limited
(6) (a) Andrew C. Barker
(b) Director, Foreign & Colonial Management Limited
(7) (a) Michael J. Hart
(b) Chairman and Director, Foreign & Colonial Management Limited
(8) (a) James D. Ogilvy
(b) Chief Executive and Director, Foreign & Colonial Management Limited
(9) (a) John R. Sclater
(b) Chairman, Hill Samuel Bank Limited
(c) 100 Wood Street, London, EC2F 2AJ
SECOND CONSOLIDATED TRUST PLC
(1) (a) John D. Webster
(b) Chairman, Second Consolidated Trust PLC; Director, Save & Prosper
Return of Assets Investment Trust plc
(2) (a) Peter F. Gray
(b) Chairman, Exmoor Dual Investment Trust plc
(c) 13, Cornwall Terrace, London, England
(3) (a) Peter F. Dicks
(b) Director, Manakin Holdings PLC (formerly Abingworth PLC)
(c) 26, St. James's Street, London, England
(4) (a) Nicholas S. Cobbold
(b) Director, Knight Wendling Executive Search Limited
