-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, g36dNi9+BJcOSqaG1RVW9Nv3xAUeRHO4DSCQiTjEhK6Lg3yXs9ZxYizc1ogCNuOR M7yoONyyjOnTfJXu9+XDEw== 0000950109-94-002290.txt : 19941212 0000950109-94-002290.hdr.sgml : 19941212 ACCESSION NUMBER: 0000950109-94-002290 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19941209 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERCO INC CENTRAL INDEX KEY: 0000050957 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 430337683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12272 FILM NUMBER: 94564213 BUSINESS ADDRESS: STREET 1: 101 S HANLEY RD STE 1900 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148631100 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL SHOE CO DATE OF NAME CHANGE: 19690313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO INTERCO PARTNERS L P CENTRAL INDEX KEY: 0000916151 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 980126844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O APOLLO ADVISORS L P STREET 2: 1999 AVENUE OF THE STARS SUITE 1990 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 914-694-80 MAIL ADDRESS: STREET 1: C/O APOLLO ADVISORS L P STREET 2: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* - INTERCO INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 458507100 ----------------------------------------------- (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius 801 South Grand Avenue, Los Angeles, CA 90017 (213) 612-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 1994 --------------------------------------------------------- (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). SCHEDULE 13D CUSIP No. 458507100 --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Apollo Interco Partners, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER 33,864,207 shares of Common Stock NUMBER OF SHARES _________________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING _________________________________________________________________ PERSON 9 SOLE DISPOSITIVE POWER WITH 33,864,207 shares of Common Stock _________________________________________________________________ 10 SHARED DISPOSITIVE POWER ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,864,207 shares of Common Stock ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.5% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED _______________________________________________________________________________ _______________________________________________________________________________ This Amendment No. 2 supplements and amends the Statement on Schedule 13D dated August 3, 1992 and Amendment No. 1 thereto dated July 1, 1993 (as so amended, the "Schedule 13D"). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------------- Item 6 is hereby amended to reflect the following information: As described below, the partners of Apollo Interco Partners, L.P. (the "Reporting Person") have elected to dissolve the Reporting Person, which would have the effect of changing the nominal beneficial owner of the shares set forth in the cover pages herein but which would not have the effect of changing the pecuniary interest of such partners in such shares. This contemplated dissolution would involve a transfer of beneficial ownership from the Reporting Person to the general partner of the Reporting Person and an affiliate of such general partner. A Plan of Dissolution and Complete Liquidation of the Reporting Person (the "Plan of Dissolution") was executed as of December 9, 1994 and, upon the consummation of certain conditions precedent therein, is expected to become effective prior to December 31, 1994. Upon consummation of the Plan of Dissolution, the assets of the Reporting Person will be distributed to its partners pro rata, and the Reporting Person thereafter would no longer beneficially own the shares set forth in the cover pages herein. Upon consummation of the Plan of Dissolution, 16,935,490 and 16,928,717 of the shares set forth in the cover pages hereof, respectively, would be deemed to be beneficially owned by Apollo Investment Fund, L.P., the general partner of the Reporting Person ("AIF"), and Lion Advisors, L.P. ("Lion Advisors"), an affiliate of AIF. AIF and Lion Advisors (on behalf of a managed account) would have the sole power to vote or to direct the vote and the sole power to dispose or direct the disposition of the respective shares set forth in the preceding sentence. Information is presented in the Schedule 13D of the Reporting Person dated August 3, 1992 concerning AIF, Lion Advisors and their executive officers, directors and principals and their relationship to the Reporting Person. Following consummation of the Plan of Dissolution, it is expected that AIF and Lion Advisors would make a joint filing on Schedule 13D pursuant to Item 2(b) of such Schedule. Item 7. Material to be Filed as Exhibits. ------- -------------------------------- Exhibit No. ----------- 99.1 Reporting Person's Statement on Schedule 13D dated August 3, 1992. 99.2 Amendment No. 1 to Reporting Person's Statement on Schedule 13D dated July 1, 1993. 99.3 Form of Plan of Dissolution and Complete Liquidation of Apollo Interco Partners, L.P. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 9, 1994 APOLLO INTERCO PARTNERS, L.P. By: Apollo Investment Fund, L.P., General Partner By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By: ____________________________________ Name: Michael D. Weiner Title: Vice President, Apollo Capital Management, Inc. EX-99.1 2 EXHIBIT-99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INTERCO INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 458507100 - -------------------------------------------------------------------------------- (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius 801 South Grand Avenue, Los Angeles, CA 90017 (213) 612-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 3, 1992 ------------------------------------------------- (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____of____Pages SCHEDULE 13D CUSIP No. 458507100 --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Apollo Interco Partners, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO; WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 32,195,334 shares of Common Stock SHARES ____________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH ____________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 32,195,334 shares of Common Stock WITH ____________________________________________________________ 10 SHARED DISPOSITIVE POWER ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,195,334 shares of Common Stock ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.17% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page of Pages ____ ____ STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OR 1934, AS AMENDED ________________________________________________________________________________ ________________________________________________________________________________ Item 1. Security and Issuer. ------ ------------------- This Statement on Schedule 13D relates to the Common Stock, no par value ("Common Stock"), of INTERCO INCORPORATED, a Delaware corporation ("INTERCO") issued under the Plan of Reorganization referred to in Item 3 below. The principal executive offices of INTERCO are located at 101 South Hanley Road, St. Louis, Missouri 63105. Item 2. Identity and Background. ------ ----------------------- This Statement is filed by Apollo Interco Partners, L.P., a Delaware limited partnership ("Apollo Interco"). Apollo Interco is referred to herein as the "Reporting Person." The Reporting Person is principally engaged in the investment in Common Stock of INTERCO. The address of the Reporting Person is Two Manhattanville Road, Purchase, New York 10577. The sole general partner of the Reporting Person is Apollo Investment Fund, L.P., a Delaware limited partnership ("Apollo"). The address of Apollo's principal business and of its principal office is c/o CIBC Bank and Trust Company (Cayman) Limited, Edward Street, Georgetown, Grand Cayman, Cayman Islands, British West Indies. The managing general partner of Apollo is Apollo Advisors, L.P., a Delaware limited partnership. The administrative general partner of Apollo is Apollo Fund Administration Limited, a Cayman Islands corporation. Apollo Advisors, L.P. is principally engaged in the business of serving as managing general partner of Apollo and another investment fund. Apollo Fund Administration Limited is principally engaged in the business of serving as administrative general partner of Apollo and another investment fund. Apollo has no other general partners. The respective addresses of the principal business and principal office of each of Apollo Advisors, L.P. and Apollo Fund Administration Limited are: Apollo Advisors, L.P., Two Manhattanville Road, Purchase, New York 10577; and Apollo Fund Administration Limited, c/o CIBC Bank and Trust Company (Cayman) Limited, Edward Street, Georgetown, Grand Cayman, Cayman Islands, British West Indies. Attached as Appendix A to Item 2 is information concerning the principals, executive officers, directors and principal shareholders of the Reporting Person and other entities as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Neither the Reporting Person, Apollo, Apollo Advisors, L.P., Apollo Fund Administration Limited nor any of the persons or entities referred Page of Pages ____ ____ to in Appendix A to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or 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. ------ ------------------------------------------------- The order confirming the Amended Joint Plan of Reorganization, dated as of March 12, 1992, as modified on March 31, 1992, May 29, 1992 and June 18, 1992, of INTERCO and certain of its subsidiaries (the "Plan of Reorganization"), was entered in the United States Bankruptcy Court for the Eastern District of Missouri, Eastern Division, on June 30, 1992. The Plan of Reorganization was consummated, and securities were issued, on August 3, 1992. Pursuant to the Plan of Reorganization and certain contribution agreements among the Reporting Person and its partners, the Reporting Person received 11,497,669 shares of Common Stock and Warrants to purchase an additional 173,108 shares of Common Stock, all issued under the Plan of Reorganization as part of the consideration to discharge claims in respect of (i) approximately $245,800,000 of secured indebtedness of INTERCO under a Credit Agreement dated as of November 7, 1988 with certain banks and other financial institutions and (ii) $20,000,000 principal amount of 13.75% Senior Subordinated Debentures due 2000 of INTERCO. Further, the Plan of Reorganization contained a condition that, except as otherwise agreed by Apollo, Apollo was to have entered into agreements with holders of certain other claims which would result (taking into account claims held by Apollo) in Apollo acquiring further claims that, upon the consummation of the Plan of Reorganization, would give Apollo the right to receive not less than 30,000,000 shares of Common Stock to be issued pursuant to the Plan of Reorganization. As contemplated thereby, Apollo entered into an Exchange Agreement dated April 7, 1992 with certain banks and other financial institutions (the "Exchange Agreement") pursuant to which Apollo became entitled to receive an additional 18,502,333 shares of Common Stock upon the consummation of the Plan of Reorganization in exchange for cash and secured notes of INTERCO issued pursuant to the Plan of Reorganization and based on a price per share ranging from $5.556 to $5.656. Apollo assigned its rights under the Exchange Agreement to the Reporting Person. Accordingly, upon the consummation of the Plan of Reorganization on August 3, 1992, the Reporting Person acquired beneficial ownership of such shares of Common Stock. The Reporting Person also purchased an aggregate of 2,022,334 additional shares of Common Stock issued pursuant to the Plan of reorganization from Salomon Brothers Inc, Citibank N.A. and Risk Arbitrage Partners at a purchase price of $6.50 per share. The funds used by the Reporting Person to acquire such shares were provided by working capital of the Reporting Person available for investment. Item 4. Purpose of Transaction. ------ ---------------------- The Reporting Person acquired beneficial ownership of the shares of Common Stock to which this Statement on Schedule 13D relates as a result of the consummation of the Plan of Reorganization, the Exchange Agreement and the additional purchases described herein. The acquisition of such shares gives the Reporting Person the power to control or influence control of the issuer, and the Reporting Person may exercise such control from time to time. In addition, in connection with the Plan of Reorganization, Apollo obtained, and Page____of____Pages has exercised, the right to designate a majority of the Board of Directors as constituted upon the consummation of the Plan of Reorganization. The Reporting Person may change any of its current intentions, acquire further shares of Common Stock or sell or otherwise dispose of all or any part of the Common Stock beneficially owned by such Reporting Person, or take any other action with respect to INTERCO or any of its debt or equity securities in any manner permitted by law. Apollo also holds secured notes of INTERCO as a result of the Plan of Reorganization and may dispose of such notes depending upon market conditions. Except as disclosed in this Item 4, the Reporting Person has no current plans or proposals which relate or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ The Reporting Person acquired beneficial ownership of the shares of Common Stock to which this Statement on Schedule 13D relates as a result of the consummation of the Plan of Reorganization, the Exchange Agreement and the additional purchases described herein. (a) The Reporting Person beneficially owns an aggregate of 32,195,334 shares of Common Stock (including Warrants to purchase an additional 173,108 shares of Common Stock), or 64.17% of the Common Stock outstanding upon consummation of the Plan of Reorganization. Such shares were acquired as described in Item 3. (b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Person is set forth in the cover pages and such information is incorporated herein by reference. (c) There have been no reportable transactions with respect to the Common Stock within the last 60 days by the Reporting Person except for the acquisition of beneficial ownership of the shares of Common Stock being reported on this Statement. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships ------ -------------------------------------------------------- With Respect to the Securities of the Issuer. -------------------------------------------- The response to Item 3 is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. ------ -------------------------------- (1) Plan of Reorganization (2) Form of Exchange Agreement (3) Form of Contribution Agreement (general partner) (4) Form of Contribution Agreement (limited partner) Page ___ of ___ Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 12, 1992 APOLLO INTERCO PARTNERS, L.P. By: Apollo Investment Fund, L.P., General Partner By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By: _________________________ Name: John J. Hannan Title: Vice President, Apollo Capital Management, Inc. Page ___ of ___ Pages APPENDIX A TO ITEM 2 The following sets forth information with respect to the general partners, executive officers, directors and principal shareholders of Apollo, Apollo Advisors, L.P. ("Apollo Advisors"), which is the managing general partner of Apollo, Apollo Capital Management, Inc., a Delaware corporation which is the sole general partner of Apollo Advisors ("Capital Management"), and Apollo Fund Administration Limited "Administration"). The principal occupation of each of Arthur Bilger, Leon Black, Craig Cogut and John Hannan, each of whom is a United States citizen, is to act as principals of Apollo Advisors and of Lion Advisors, L.P., a Delaware limited partnership, the principal business of which is to provide advice regarding investments in securities, and as an executive officer and director of Capital Management and of Lion Capital Management, Inc. ("Lion Capital"), the general partner of Lion Advisors. Messrs. Black, Bilger and Hannan also serve as consultants to Credit Lyonnais (USA) Inc., the principal business of which is brokerage and investment banking and the principal office of which is located at 1301 Avenue of the Americas, New York, New York 10019. The principal offices of Lion Advisors and Lion Capital are located at Two Manhattanville Road, Purchase, New York 10577. Mr. Bilger is a Vice President and a director of Lion Capital and Capital Management. Mr. Bilger's business address is 1999 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. Mr. Black is the President and a director of Lion Capital and the President and a director of Capital Management. Mr. Black's business address is Two Manhattanville Road, Purchase, New York 10577. Mr. Cogut is a Vice President and a director of Lion Capital and the Secretary and a Vice President and director of Capital Management. Mr. Cogut's business address is Two Manhattanville Road, Purchase, New York 10577. Mr. Hannan is a Vice President and director of Lion Capital and a Vice President and director of Capital Management. Mr. Hannan's business address is Two Manhattanville Road, Purchase, New York 10577. Peter Henry Larder, Michael Francis Benedict Gillooly, Ian Thomas Patrick and Martin William Laidlaw, each of whom is a British citizen, each serves as a director of Administration. Each of the above four individuals is principally employed by CIBC Bank and Trust Company (Cayman) Limited ("CIBC") in the following positions: Mr. Larder, Managing Director; Mr. Gillooly, Deputy Managing Director; Mr. Patrick, Manager-Accounting Services; and Mr. Laidlaw, Senior Fund Accountant. CIBC is a Cayman Islands corporation which is principally engaged in the provision of trust, banking and corporate administration services, the principal address of which is Edward Street, Grand Cayman, Cayman Islands, British West Indies. It provides accounting, administrative and other services to Administration pursuant to a contract. Messrs. Bilger, Black, Cogut and Hannan are the beneficial owners of the stock of Administration. EX-99.2 3 EXHIBIT-99.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* -- INTERCO INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 458507100 - -------------------------------------------------------------------------------- (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius 801 South Grand Avenue, Los Angeles, CA 90017 (213) 612-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 1993 - -------------------------------------------------------------------------------- (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 ___ of ___ Pages SCHEDULE 13D CUSIP No. 458507100 --------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Apollo Interco Partners, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 33,864,205 shares of Common Stock SHARES _____________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH _____________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 33,864,205 shares of Common Stock WITH _____________________________________________________________ 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,864,205 shares of Common Stock ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.5% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page ___ of ___ Pages STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED _________________________________________________________________ _________________________________________________________________ This Amendment No. 1 supplements and amends the Statement on Schedule on 13D dated August 3, 1992 (as so amended, the "Schedule 13D"). Item 3. Source and Amount of Funds or Other Consideration. ------ ------------------------------------------------- Item 3 is hereby amended by inserting the following at the end thereof. On July 1, 1993, the Reporting Person, in a brokered private transaction, purchased 1,600,871 shares of Common Stock from Tortoise Corp. at a price of $13.22 per share. The funds used to make such acquisition were provided from working capital of the Reporting Person available for investment. Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ Item 5 is hereby amended by deleting it in its entirety and substituting the following therefor: (a) The Reporting Person beneficially owns an aggregate of 33,864,205 shares of Common Stock (including Warrants to purchase an additional 173,108 shares of Common Stock), or 67.5% of the outstanding Common Stock. (b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Persons is set forth in the cover pages and such information is incorporated herein by reference. (c) Except as otherwise disclosed in this Statement, the Reporting Person has not effected any transactions in shares of Common Stock during the preceding 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships ------ -------------------------------------------------------- With Respect to the Securities of the Issuer. -------------------------------------------- Item 6 is hereby amended by inserting the following at the end thereof: The response to Item 3 is incorporated herein by this reference. Page ___ of ___ Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July , 1993 APOLLO INTERCO PARTNERS, L.P. By: Apollo Investment Fund, L.P., General Partner By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By: _________________________ Name: Title: Vice President, Apollo Capital Management, Inc. EX-99.3 4 EXHIBIT-99.3 Page ___ of ___ Pages Apollo Interco Partners, L.P. Form of Plan of Dissolution and Complete Liquidation ---------------------------------------------------- The undersigned, being the sole General Partner of Apollo Interco Partners, L.P. (the "Partnership"), hereby adopts the following plan for the dissolution and complete liquidation of the Partnership: Recitals:-- A. Section 10.1 of the Amended and Restated Limited Partnership Agreement of the Partnership dated as of August 22, 1994 (the "LP Agreement") authorizes the undersigned to elect to dissolve the Partnership. B. In the event of such an election, Section 10.2 of the LP Agreement provides for the winding up of the Partnership, and for the distribution of the Partnership's remaining assets, after providing for all debts and liabilities, to the Partners in accordance with their capital accounts. C. Section 5.1(b) of the LP Agreement authorizes the payment of distributions in kind. D. The plan set forth herein effectuates, and is in accordance with, the foregoing provisions of the LP Agreement. Plan ---- 1. The undersigned hereby elects to dissolve the Partnership. 2. The dissolution of the Partnership and the commencement of its winding up shall be effective upon satisfaction of all conditions precedent, including without limitation, receipt of all applicable regulatory consents and/or approvals. 3. As of the date hereof, the assets of the Partnership consist of the securities listed in the Schedule of Assets annexed hereto, and there are no liabilities known to the undersigned that are either accrued or that warrant the creation of any reserve. 4. Subject to paragraphs 2 and 5 hereof, the assets of the Partnership shall be distributed in kind, pro rata to the partners in proportion to their respective Capital Account balances, as promptly as is practicable after the date hereof but no later than December 31, 1994. 5. The General Partner shall, and shall cause the Partnership to: (a) give all such notices and make all such filings, and (b) use reasonable efforts to obtain all such consents, undertakings or approvals as may be required in connection with the liquidating distribution of the assets of the Partnership in order to comply with any legal or contractual obligations which are binding upon the Partnership or the partners. The General Partner shall not Page ___ of ___ Pages distribute any assets pursuant to this plan if such distribution would violate, conflict with or result in a breach of any such obligation. Without limiting the generality of the foregoing, no distribution of any assets shall be made prior to the expiration of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1974. 6. To the extent that the General Partner determines that it is not feasible for this plan to be consummated in accordance with its terms within a reasonable time after the date hereof, the General Partner shall use reasonable efforts to modify this plan in such a manner that will permit the liquidation of the Partnership to be completed in a manner that complies with the LP Agreement. IN WITNESS WHEREOF, the undersigned has executed this instrument in its capacity as General Partner of the Partnership this _____ day of ____________________, 1994. APOLLO INVESTMENT FUND, L.P. By: Apollo Fund Administration Ltd. Administrative Partner _______________________________ -----END PRIVACY-ENHANCED MESSAGE-----