-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KoxMTs9QzzY5WfL/kqOcYrPxRLgnPZ8+sWAelWOjIqxV2O8FgK7smAmjBnmGaUwN q9pdp0WSohrgoelXL+PmCA== 0000947871-97-000078.txt : 19970428 0000947871-97-000078.hdr.sgml : 19970428 ACCESSION NUMBER: 0000947871-97-000078 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970425 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICG COMMUNICATIONS INC CENTRAL INDEX KEY: 0001013240 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841342022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47577 FILM NUMBER: 97587534 BUSINESS ADDRESS: STREET 1: 9605 E MAROON CIRCLE STREET 2: PO BOX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80155 BUSINESS PHONE: 3035735960 MAIL ADDRESS: STREET 1: 9605 E. MAROON CIRCLE STREET 2: P O OX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80155-6742 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY GROUP INC /DE/ CENTRAL INDEX KEY: 0000789625 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132838811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127034000 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to SCHEDULE 13D Under the Securities Exchange Act of 1934 ICG COMMUNICATIONS, INC. (Name of issuer) Common Stock (Title of class of securities) 449246 10 7 (CUSIP Number) Michael S. Zuckert Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Tel. No.: (212) 761-4000 (Name, address and telephone number of person authorized to receive notices and communications) April 9, 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 statement because of Rule 13d-1(b)(3) or (4), check the following |_|. Check the following box if a fee is being paid with the statement |_|. (Continued on following pages) Exhibit Index on Page 19 (Page 1 of 19 Pages) SCHEDULE 13D ================================ ======================================= CUSIP No. 449246 10 7 Page 2 of 19 Pages ================================ ======================================= - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Morgan Stanley Group Inc. 13-2838811 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 316,081 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------------------------------------------------- 8 SHARED VOTING POWER 1,251,945 -------------------------------------------------- 9 SOLE DISPOSITIVE POWER 316,081 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,251,945 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,568,026 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1) 4.93% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO, IA - -------------------------------------------------------------------------------- SCHEDULE 13D ================================ ======================================= CUSIP No. 449246 10 7 Page 3 of 19 Pages ================================ ======================================= - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Princes Gate Investors, L.P. 13-3667306 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 926,430 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 926,430 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,430 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.91% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- SCHEDULE 13D ================================ ======================================= CUSIP No. 449246 10 7 Page 4 of 19 Pages ================================ ======================================= - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 PG Investors, Inc. 13-3642657 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 325,515 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 926,430 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 325,515 REPORTING -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 926,430 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,251,945 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.93% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA, CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This statement relates to the Common Stock, par value $.01 per share (the "Common Shares"), of ICG Communications, Inc. (the "Issuer"). The Filing Persons (as defined herein) hold Warrants (the "Warrants"), which are currently exercisable for Common Shares. The Issuer is a Delaware corporation and has its principal executive offices located at 9605 E. Maroon Circle, Englewood, CO 80112. Item 2. Identity and Background. (a) The names of the persons filing this statement are (i) Morgan Stanley Group Inc., a Delaware corporation ("Morgan Stanley Group"), (ii) Princes Gate Investors, L.P., a Delaware limited partnership ("Princes Gate") and (iii) PG Investors, Inc., a Delaware corporation that is the general partner of Princes Gate and is a subsidiary of Morgan Stanley Group ("PGI"; collectively, the "Filing Persons"). (b) The address of the principal business and principal office of Morgan Stanley Group is 1585 Broadway, New York, New York 10036. The address of the principal business and principal office of each of Princes Gate and PGI is c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036. (c) Set forth in Schedule A is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of Morgan Stanley Group, as of the date hereof. Set forth in Schedule B is the name, citizenship, business or residence address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of PGI, as of the date hereof. The principal business of Morgan Stanley Group (which is conducted through its subsidiaries) is as follows: securities underwriting, distribution and trading; merger, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities; merchant banking and other principal investment activities; brokerage and research services; asset management; the trading of foreign exchange and commodities as well as derivatives on a broad range of asset categories; and global custody, securities clearance services and securities lending. PGI is a wholly-owned subsidiary of Morgan Stanley Group and its principal business is to serve (i) as the general partner of Princes Gate, an investment partnership organized and managed by Morgan Stanley Group and the principal business of which is the investment of capital provided by its limited partners, (ii) as the general partner of a separate (Page 5 of 19 Pages) co-investment partnership (the "Co-investment partnership") and (iii) as the investment manager for certain other investors (the "Investors") that are offered the opportunity to participate in investments made by Princes Gate. The control person of Princes Gate is PGI, its general partner, which holds a 1% interest in Princes Gate. Pursuant to the partnership agreements of Princes Gate and the Co-investment Partnership, management and control of the partnerships and their investments are vested exclusively in PGI as general partner, and PGI has the authority to dispose of the Warrants held by Princes Gate and the Co-investment Partnership and to vote the Common Shares obtainable upon the exercise of the Warrants. Pursuant to investment management agreements with the Investors on whose behalf PGI has also acquired Warrants, the Warrants and the Common Shares obtainable upon exercise of the Warrants may be disposed of only by PGI or with the consent of PGI, which consent may be withheld or granted in PGI's discretion, and each Investor has given PGI an irrevocable proxy giving PGI the exclusive authority to vote such Common Shares. As a result of these arrangements, PGI may be deemed to be the beneficial owner of all Warrants acquired on behalf of Princes Gate, the Co-investment Partnership and the Investors and of the Common Shares obtainable upon exercise of the Warrants. (d)-(e) During the last five years, none of the Filing Persons, or, to the knowledge of Morgan Stanley Group or PGI, any person named in Schedule A or Schedule B, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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. (f) See Schedule A and Schedule B. Item 3. Source and Amount of Funds or Other Consideration. In July 1995 the Issuer and of its certain subsidiaries entered into a Note Purchase Agreement (the "Note Purchase Agreement") with Morgan Stanley Group, Princes Gate, the Co-investment Partnership and the Investors for up to $35.0 million of Senior Secured Notes due July 14, 1996 (the "Notes") of IntelCom Group (U.S.A.), Inc. ("ICG"), a wholly owned subsidiary of the Issuer, and, as a condition to the purchase of such Notes, issued 800,000 Warrants to Morgan Stanley Group and an aggregate of 600,000 Warrants to Princes Gate, the Co-investment Partnership and the Investors, in each case to purchase an equal number of Common Shares. On August 8, 1995, all of the Notes issued ($6 million principal amount) were repaid and 280,000 Warrants issued to Morgan Stanley Group were cancelled pursuant to the Note Purchase Agreement. (Page 6 of 19 Pages) Pursuant to the Subscription and Exchange Agreement dated as of July 14, 1995 (the "Subscription Agreement") among the Issuer, ICG, Princes Gate, the Co-investment Partnership and the Investors, on August 8, 1995 IntelCom issued to Princes Gate, the Co-investment Partnership and the Investors 1,375,000 Warrants to purchase an equal number of Common Shares and 775,000 Warrants to purchase an equal number of Common Shares, and ICG issued shares of its preferred stock to such persons. The source of funds for the purchases made by PGI on behalf of its clients was (i) the funds of the limited partners of Princes Gate and the Co-investment Partnership and (ii) Investor funds that are managed by PGI pursuant to the investment management agreements with each Investor. The source of funds for the purchases made by Princes Gate was funds of its limited partners. In April 1996, ICG issued debt securities and preferred stock and on April 30, 1996, a portion of the proceeds from such offering was used to repurchase from Princes Gate, at a price of $11.25 per warrant, 916,666 Warrants. Since the filing of the original Schedule 13D, the 10,600 Common Shares beneficially owned by Morgan Stanley Group and held by Morgan Stanley & Co. Incorporated have been sold from time to time in market transactions. On June 13, 1996, in a cashless exercise, Princes Gate surrendered 986,656 Warrants and received 672,794 Common Shares of the Issuer. On June 13, 1996, also in a cashless exercise, PGI surrendered 346,670 Warrants and received 236,396 Common Shares of the Issuer. On June 17, 1996, in a cashless exercise, Morgan Stanley Group exercised all of its 520,000 Warrants and received 362,461 Common Shares of the Issuer. On July 9, 1996, Princes Gate, PGI and Morgan Stanley Group each sold 79,361, 27,884 and 42,755 Common Shares, respectively. On August 26, 27 and 28, 1996, Morgan Stanley Group sold an aggregate of 146,700 Common Shares. On September 16, 1996, Princes Gate and PGI sold 36,999 and 13,001 Common Shares, respectively. Between September 30, 1996 and April 9, 1997, Morgan Stanley Group acquired a total of 143,075 Common Shares, of which 140,900 were acquired for Morgan Stanley & Co. Incorporated and the balance of which were acquired by Morgan Stanley & Co. Incorporated in market making transactions. (Page 7 of 19 Pages) Item 4. Purpose of Transaction. Morgan Stanley Group acquired the Warrants for investment purposes and not with the purpose of acquiring control of the Issuer. Princes Gate and PGI have acquired the Warrants on behalf of the limited partners in the partnerships and on behalf of the Investors for investment purposes in the ordinary course of business as investment manager for these clients and not for the purpose of acquiring control of the Issuer. Such shares constitute "restricted securities" for the purposes of Rule 144 under the Securities Act of 1933 (the "Rule") and, accordingly, are subject to the resale restrictions of the Rule. The Filing Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based upon such review, the Filing Persons will take such actions in the future as the Filing Persons may deem appropriate in light of the circumstances existing from time to time. A Filing Person may acquire Common Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, a Filing Person may determine to dispose of some or all of the Issuer's securities currently owned by it or otherwise acquired by it either in the open market (subject to applicable legal restrictions, including the Rule) or in privately negotiated transactions. Except as set forth above, the Filing Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer*, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action to any of those enumerated above. - -------- * An affiliate of Morgan Stanley Group has certain rights with respect to underwriting any securities issued by the Issuer. (Page 8 of 19 Pages) Item 5. Interest in Securities of the Issuer. (a) Morgan Stanley Group beneficially owns 1,568,026 Common Shares as a result of its beneficial ownership of 316,081 Common Shares and PGI's beneficial ownership of 1,251,945 Common Shares (counting shares subject to the Warrants as outstanding). Based upon information supplied by the Issuer, as of April 9, 1997 there were 31,316,840 Common Shares outstanding (31,816,840, including the Common Shares issuable upon exercise of the Warrants). On April 9, 1997 Morgan Stanley Group, for the purpose of Rule 13d-3 ("Rule 13d-3") promulgated under the Securities Exchange Act of 1934, as amended, beneficially owned approximately 4.93% of the outstanding Common Shares (counting shares subject to such Warrants as outstanding). To the knowledge of Morgan Stanley Group, no Common Shares are beneficially owned by any of the persons named in Schedule A. Princes Gate, for the purpose of Rule 13d-3, beneficially owns 926,430 Common Shares (counting shares subject to such Warrants as outstanding). Based upon information supplied by the Issuer, as of April 9, 1997 such shares would constitute approximately 2.91% of the outstanding Common Shares (counting shares subject to the Warrants as outstanding). PGI and Morgan Stanley Group may also be deemed to beneficially own such shares. PGI, for the purpose of Rule 13d-3, beneficially owns 1,251,945 Common Shares as a result of beneficial ownership of 1,251,945 Common Shares (counting shares subject to such Warrants as outstanding) held by Princes Gate, the Co-investment Partnership and the Investors. Based upon information supplied by the Issuer, as of April 9, 1997 such shares would constitute approximately 3.93% of the outstanding Common Shares (counting shares subject to such Warrants as outstanding). To the knowledge of PGI, no Common Shares are beneficially owned by any of the persons named in Schedule B. (b) Morgan Stanley Group has the sole power to vote and dispose of 316,081 Common Shares and the shared power to vote and to dispose of 1,251,945 Common Shares (counting shares subject to such Warrants as outstanding) which are beneficially owned by PGI as a result of its ownership of PGI. Princes Gate, acting through its general partner PGI, has the shared power to vote and to dispose of 926,430 Common Shares (counting shares subject to such Warrants as outstanding). PGI has the sole power to vote and dispose of 325,515 Common Shares (counting shares subject to such Warrants as outstanding) which are held on behalf of the Investors and shared voting and dispositive power with respect to 926,430 Common Shares (counting shares subject to such Warrants as outstanding) which are held by Princes Gate and the Co-investment Partnership. (Page 9 of 19 Pages) (c) Except as described in this Amendment No. 3 to the Schedule 13D, none of the Filing Persons, or, to the knowledge of Morgan Stanley Group or PGI, any person named in Schedule A or Schedule B, has effected any transaction in the Common Shares during the past 60 days. (d) To the knowledge of the Filing Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Shares beneficially owned by the Filing Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. As described in the agreements attached hereto as exhibits, Morgan Stanley Group and Princes Gate may require the Issuer to register under the Securities Act of 1933 the Common Shares that may be issued upon exercise of the Warrants. Other than such arrangements, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit Description - ------- ----------- 1.** Joint Filing Agreement 2.** Warrant Agreement, dated as of July 14, 1995, among IntelCom Group Inc., Morgan Stanley Group Inc., Princes Gate Investors, L.P. and certain other parties and IntelCom Group (U.S.A.), Inc., as warrant agent - -------- ** Each of these exhibits is hereby incorporated by reference to the Schedule 13D of the Filing Persons, dated August 8, 1995. (Page 10 of 19 Pages) Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 23, 1997 MORGAN STANLEY GROUP INC. By Name: Stuart Breslow Title: Principal (Page 11 of 19 Pages) Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 23, 1997 PRINCES GATE INVESTORS, L.P. By PG Investors, Inc., as general partner By Name: David Powers Title: Vice President (Page 12 of 19 Pages) Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 23, 1997 PG INVESTORS, INC. By Name: David Powers Title: Vice President (Page 13 of 19 Pages) Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF MORGAN STANLEY GROUP INC. The name, business address and title with Morgan Stanley Group Inc., and present principal occupation or employment and the name, principal business and address of employer, of each of the directors and executive officers of Morgan Stanley Group Inc. are set forth below. If no business address is given, the director's or officer's business address is 1585 Broadway, New York, N.Y. 10036. The address of Morgan Stanley Group Inc. is 1585 Broadway, New York, N.Y. 10036. Each person listed below is a citizen of the United States of America, except Mr. Walker, who is a citizen of Great Britain. Present Principal Occupation Name, Title and Including Name, Principal Business Address Business and Address of Employer ---------------- -------------------------------- Richard B. Fisher Chairman of the Board of Directors, (Chairman of the Board of Managing Director and Director, Directors, Managing Director Morgan Stanley Group Inc. and Director) and Morgan Stanley & Co. Incorporated John J. Mack President, Managing Director and (President, Managing Director Director, Morgan Stanley Group Inc. and Director) and Morgan Stanley & Co. Incorporated Phillip N. Duff Chief Financial Officer and Managing (Chief Financial Officer and Director, Morgan Stanley Group Inc. Managing Director) and Chief Financial Officer and Managing Director, Morgan Stanley & Co. Incorporated Jonathan M. Clark Secretary and General Counsel, Morgan (Secretary and General Counsel) Stanley Group Inc. and Secretary, General Counsel, Managing Director and Director, Morgan Stanley & Co. Incorporated Eileen K. Murray Treasurer, Morgan Stanley Group Inc. (Treasurer) and Treasurer and Managing Director, Morgan Stanley & Co. Incorporated (Page 14 of 19 Pages) Present Principal Occupation Name, Title and Including Name, Principal Business Address Business and Address of Employer ---------------- -------------------------------- Barton M. Biggs Managing Director and Director, Morgan (Managing Director and Director) Stanley Group Inc. and Morgan Stanley & Co. Incorporated Robert P. Bauman Director, Morgan Stanley Group Inc. (Director) Daniel B. Burke Retired (Director) Capital Cities/ABC, Inc. 77 W. 66th Street, Tenth Floor, New York, NY 10023-6298 S. Parker Gilbert Retired (Director) Peter F. Karches Managing Director and Director, Morgan (Managing Director and Director) Stanley Group Inc. and Morgan Stanley & Co. Incorporated Allen E. Murray Retired (Director) 3225 Gallows Road Fairfax, VA 22037 Sir David Alan Walker Managing Director and Director, Morgan (Managing Director and Director) Stanley Group Inc. and Morgan Stanley & Co. Incorporated Paul J. Rizzo Retired (Director) Charlene R. Herzer Assistant Secretary, Morgan Stanley Group (Assistant Secretary) Inc. and Assistant Secretary and Vice President, Morgan Stanley & Co. Incorporated (Page 15 of 19 Pages) Present Principal Occupation Name, Title and Including Name, Principal Business Address Business and Address of Employer ---------------- -------------------------------- Patricia A. Kurtz Assistant Secretary, Morgan Stanley Group (Assistant Secretary) Inc. and Assistant Secretary and Principal, Morgan Stanley & Co. Incorporated Ralph L. Pellecchio Assistant Secretary, Morgan Stanley Group (Assistant Secretary) Inc. and Assistant Secretary and Managing Director, Morgan Stanley & Co. Incorporated. (Page 16 of 19 Pages) Schedule B DIRECTORS AND EXECUTIVE OFFICERS OF PG INVESTORS, INC. The name, business address and title with PG Investors, Inc., and present principal occupation or employment and the name, principal business and address of employer, of each of the directors and executive officers of PG Investors, Inc. are set forth below. If no business address is given, the director's or officer's business address is 1585 Broadway, New York, N.Y. 10036. The address of PG Investors, Inc. is c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, N.Y. 10036. Each person listed below is a citizen of the United States of America. Present Principal Occupation Name, Title and Including Name, Principal Business Address Business and Address of Employer ---------------- -------------------------------- Directors - --------- Hartley R. Rogers President, PG Investors, Inc.; Managing Director, Morgan Stanley & Co. Incorporated Tarek Abdel Meguid Managing Director, Morgan Stanley & Co. Incorporated Bruce Fiedorek Managing Director, Morgan Stanley & Co. Incorporated Executive Officers (Who Are Not Directors) - ------------------------------------------ Debra M. Aaron Vice President, PG Investors, Inc.; Principal, Morgan Stanley & Co. Incorporated Bruce R. Sandberg Vice President, PG Investors, Inc.; Principal, Morgan Stanley & Co. Incorporated James M. Wilmott Vice President, PG Investors, Inc.; Vice President, Morgan Stanley & Co. Incorporated (Page 17 of 19 Pages) Present Principal Occupation Name, Title and Including Name, Principal Business Address Business and Address of Employer ---------------- -------------------------------- Patricia A. Kurtz Secretary, PG Investors, Inc.; Principal, Morgan Stanley & Co. Incorporated Charlene R. Herzer Assistant Secretary, PG Investors, Inc.; Vice President, Morgan Stanley & Co. Incorporated Laura A. Chenoweth Assistant Secretary, PG Investors, Inc.; Attorney, Morgan Stanley & Co. Incorporated David R. Powers Vice President, PG Investors, Inc. Frank V. Saracino Vice President and Treasurer, PG Investors, Inc. (Page 18 of 19 Pages) EXHIBIT INDEX Exhibit Description Page - ------- ----------- ---- 1.*** Joint Filing Agreement 2.*** Warrant Agreement, dated as of July 14, 1995, among IntelCom Group Inc., Morgan Stanley Group Inc., Princes Gate Investors, L.P. and certain other parties and IntelCom Group (U.S.A.), Inc., as warrant agent - -------- *** Each of the exhibits is hereby incorporated by reference to the Schedule 13D of the Filing Persons, dated August 8, 1995. (Page 19 of 19 Pages) -----END PRIVACY-ENHANCED MESSAGE-----