Simmonds Capital Ltd · SC 13D/A · Intek Global Corp · On 6/27/96 · EX-2

Filed On 6/27/96   ·   SEC File 5-35440   ·   Accession Number 950152-96-3164

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Simmonds/Intek Diversified                             6     39K 
 2: EX-1        Exhibit Z                                            173    433K 
 3: EX-2        Exhibit Aa                                             2     11K 
 4: EX-3        Exhibit Bb                                            10     36K 

EX-2   ·   Exhibit Aa

EX-2
1st Page of 2
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...


FOR IMMEDIATE RELEASE                                                EXHIBIT AA 
---------------------                                                           

NEWS RELEASE

 INTEK, SIMMONDS CAPITAL AND SECURICOR
SIGN DEFINITIVE AGREEMENTS FOR 3-WAY WIRELESS MERGER

U.S.A., Canada and England - June 18, 1996 -- In a joint statement, Intek       
Diversified Corporation ("Intek") of Los Angeles, California, Simmonds Capital  
Limited ("SCL") of Toronto, Canada, and Securicor plc of Surrey, England, today 
announced that definitive agreements have been signed to 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 Communications
Limited.                                                                        

The agreements provide for Intek to purchase from Securicor Communications all  
of the shares of SRL (other than certain preferred shares), in exchange for 25  
million common shares of Intek, and from Midland certain contractual rights and 
a license for the use of the Midland trademark in the United States for the Land
Mobile Radio market, in exchange for 2.5 million common shares of Intek.        
Securicor Communications will agree to provide a subordinated loan to Intek in  
the amount of $15 million and Securicor Communications will receive warrants,   
exercisable commencing five years following the closing, to acquire 1% of       
Intek's common stock at $13 per share. Intek will also have the option to       
purchase from Midland certain assets which are used in the business, subject to 
terms to be agreed upon. 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, and a wireless system integration business. SRL also holds          
redeemable preferred shares in E.F. Johnson Company, a manufacturer of wireless 
communications equipment in Wascca, Minnesota.                                  

The completion of the proposed transactions is subject, among other things, to  
the approval of Intek's shareholders and, in the case of the Intek-Securicor    
transaction, Intek having a specified minimum number of constructed Land Mobile 
Radio systems under management and Securicor having received certain UK tax     
clearances, as well as other customary conditions, including the absence of a   
material adverse change in the parties' respective businesses and the expiration
or early termination of the applicable waiting period under the                 
Hart-Scott-Rodino Antitrust Improvements Act. The transactions are conditioned  
on one another, and the parties expect the transactions to close during the     
third quarter of 1996. Upon completion of the proposed transactions, there will 
be approximately 40 million common shares of Intek outstanding, approximately 26
million of which will be held by Securicor.                                     

EX-2
Last Page of 2
TOC
1st
Previous
Next
Bottom
Just 2nd

Securicor 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 
(Symbol: Securicor.)                                                            

Simmonds Capital Limited, Toronto, Ontario, is involved in the wireless         
communications business as a systems integrator and in the electronics business 
as a manufacturer and distributor of electronic components and related products.
SCL is listed on the Toronto Stock Exchange (Symbol: SMM).                      

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 developing a 220 MHz Specialized Mobile Radio network in the United    
States.                                                                         

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 provision 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 obtain       
regulatory or shareholder approvals.                                            

For further information contact:                                                

David Neibert              Brian Faughnan                    Dr. Ed Hough       
Intek Diversified          Simmonds Capital Limited          Securicor plc      
Corporation                                                                     
310-366-7703               416-221-1900 ext. 230             441-81-770-7000    

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		6/18/96		1					8-K
Filed On / Filed As Of		6/27/96
Top									List All Filings