-----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, b3bGmQ9EvoyHaMZ2S3h4Sh2Wh6CZypesVbSepokwoMAiJUiToA7r8Xnm9hPOch8T M6qbzHviqir66EVaGObdvQ== 0000950109-94-002419.txt : 19950103 0000950109-94-002419.hdr.sgml : 19950103 ACCESSION NUMBER: 0000950109-94-002419 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941230 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: 94567243 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. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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 23, 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) [_] - -------------------------------------------------------------------------------- 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 NUMBER OF -0- shares of Common Stock SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH ----------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- shares of Common Stock ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 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) 0% - -------------------------------------------------------------------------------- 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. 3 supplements and amends the Statement on Schedule 13D dated August 3, 1992, Amendment No. 1 thereto dated July 1, 1993 and Amendment No. 2 thereto dated December 9, 1994 (as so amended, the "Schedule 13D"). Item 5. Interest in Securities of the Issuer. ------------------------------------- Item 5 is hereby amended to reflect the following information: As previously reported, the partners of Apollo Interco Partners, L.P. (the "Reporting Person") elected to dissolve the Reporting Person, and in that regard executed a Plan of Dissolution and Complete Liquidation of the Reporting Person (the "Plan of Dissolution") on December 9, 1994. The Plan of Dissolution, which became effective on December 23, 1994, effected a change in the nominal beneficial ownership of the shares previously beneficially owned by the Reporting Person but did not affect the Reporting Person's partners' pecuniary interests in such shares. In connection with the dissolution, the assets of the Reporting Person, including 33,981,920 shares of Common Stock of INTERCO INCORPORATED ("INTERCO SECURITIES") previously beneficially owned by the Reporting Person, were distributed effective December 30, 1994 to the partners of the Reporting Person pro rata. As a result of the dissolution, the Reporting Person no longer beneficially owns any warrants or shares of Common Stock of INTERCO INCORPORATED. Included as part of the INTERCO SECURITIES distributed pursuant to the Plan of Dissolution were 290,821 warrants to purchase INTERCO INCORPORATED Common Stock ("Warrants"), consisting of 173,108 Warrants acquired on August 3, 1992 and 117,713 Warrants obtained in accordance with anti-dilution adjustments under the Warrant Agreement between INTERCO INCORPORATED and Society National Bank dated August 3, 1992. Such anti-dilution adjustments were effected as a result of the November 17, 1994 distribution by INTERCO INCORPORATED to its stockholders of all of the common stock of two of its former subsidiaries, Converse Inc. and The Florsheim Shoe Company. - 2 - 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 23, 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: /s/ Michael D. Weiner ------------------------------------- Name: Michael D. Weiner Title: Vice President, Apollo Capital Management, Inc. - 3 - -----END PRIVACY-ENHANCED MESSAGE-----