-----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, Q2L/n3T9PeW/itakvmEbOO+HjlxjjNbYH04FEDqC5yy/huMHveqwJDc+j2vOKz2t ghgjrj3XaHEAhcdVoXoSZg== 0000950134-02-000479.txt : 20020413 0000950134-02-000479.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950134-02-000479 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PALMER J N FAMILY PARTNERSHIP CENTRAL INDEX KEY: 0001100183 IRS NUMBER: 640893095 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 3747 CITY: JACKSON STATE: MS ZIP: 39207 BUSINESS PHONE: 6019447006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET AMERICA INC CENTRAL INDEX KEY: 0001001279 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 860778979 STATE OF INCORPORATION: TX FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55559 FILM NUMBER: 02513766 BUSINESS ADDRESS: STREET 1: 350 N ST PAUL STE 3000 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148612500 MAIL ADDRESS: STREET 1: ONE DALLAS CENTRE 350 N. ST. PAUL STREET 2: SUITE 3000 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 d93664a1sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Internet America, Inc. - -------------------------------------------------------------------------------- (NAME OF ISSUER) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 46058Y109 - -------------------------------------------------------------------------------- (CUSIP NUMBER) J.N. Palmer Family Partnership James B. Palmer P.O. Box 3747 P.O. Box 3747 Jackson, Mississippi 39207 Jackson, Mississippi 39207 (601) 956-7585 (601) 956-7585 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) December 31, 2001 - -------------------------------------------------------------------------------- (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 [ ]. *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). CUSIP NO. 46058Y109 13D Page 2 of 5 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) J. N. Palmer Family Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------------------------------------------------------------- EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 0 --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) N/A - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 46058Y109 13D Page 3 of 5 Pages SCHEDULE 13D The summary descriptions contained in this report of certain agreements and documents are qualified in their entirety by reference to the complete texts of those agreements and documents filed as Exhibits to this Schedule 13D and incorporated herein by reference. ITEM 1. SECURITY AND ISSUER. The title and class of equity securities to which this Schedule 13D relates is the shares of common stock, par value $0.01 per share (the "Common Stock"), of Internet America, Inc., a Texas corporation (the "Issuer"). The address of the principal executive offices of the Issuer is One Dallas Centre, 350 North St. Paul, Suite 3000, Dallas, Texas 75201. ITEM 2. IDENTITY AND BACKGROUND. J. N. Palmer Family Partnership is a Mississippi limited partnership (the "Reporting Person"). Its principal business is investing. The address of the principal office of the Reporting Person is 6360 I-55N, Suite 330, Jackson, Mississippi 39211. The general partner of the Reporting Person is James B. Palmer (the "General Partner"). The principal business address for the General Partner is 407 Briarwood Drive, Suite 206A, Jackson, Mississippi 39206. The General Partner is presently principally employed as a business executive. The General Partner is a citizen of the United States. Neither the Reporting Person nor the General Partner has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years. In the past five years, neither the Reporting Person nor the General Partner has been a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction which resulted in such person being 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. By an open market purchase on December 26, 2001, the Reporting Person acquired 20,000 shares of Common Stock at the price of $0.395 per share. The purchase price was paid using the Reporting Person's private funds. On December 31, 2001, the Reporting Person sold 702,599 shares of Common Stock in a private transaction to James McClure, a private investor, at the price of $0.32 per share, which was the market price on the date of sale. ITEM 4. PURPOSE OF TRANSACTION. The acquisition and disposition by the Reporting Person were made for investment purposes. However, the Reporting Person will continually evaluate the business, financial condition, and prospects of the Issuer, market price of the Common Stock, alternative investments, and conditions in the economy and the Issuer's industry for the purpose of determining whether further investments CUSIP NO. 46058Y109 13D Page 4 of 5 Pages in the Issuer's Common Stock will be made. Based upon this evaluation, the Reporting Person may from time to time after the date of this statement purchase additional shares of Common Stock on the open market, in private transactions and/or in other transactions. Except as otherwise set forth herein, neither the Reporting Person nor the General Partner has any present plans or proposals that relate to or that would result in any of the following actions: (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, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Reporting Person beneficially owns no shares of Common Stock of the Issuer. Except as previously disclosed in Item 3, neither the Reporting Person nor the General Partner had any transactions in the securities of the Issuer 60 days prior to December 31, 2001 (the date of the event which requires filing this Statement). ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or CUSIP NO. 46058Y109 13D Page 5 of 5 Pages otherwise) among either the Reporting Person or the General Partner and any other person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not Applicable SIGNATURES 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: January 18, 2002 J. N. PALMER FAMILY PARTNERSHIP By: /s/ James B. Palmer -------------------------------- James B. Palmer, General Partner -----END PRIVACY-ENHANCED MESSAGE-----