-----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, AYYj4LacPDk0gME0/Xud/RGNQJTafwmtscmAY/6rFsKz+GqFCK7aFEO/T5KaZXcZ pNPCbloz2mSNv0FwEyc+Ug== 0001047469-98-045183.txt : 19981229 0001047469-98-045183.hdr.sgml : 19981229 ACCESSION NUMBER: 0001047469-98-045183 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCOMNET INC CENTRAL INDEX KEY: 0000353356 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 952871296 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-34858 FILM NUMBER: 98776396 BUSINESS ADDRESS: STREET 1: 2801 MAIN STREET CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9492518000 MAIL ADDRESS: STREET 1: 2801 MAIN STREET CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT COMMUNICATIONS NETWORKS INC DATE OF NAME CHANGE: 19860805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD TELECOM LLC CENTRAL INDEX KEY: 0001075726 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841475302 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 555 ZANG STREET CITY: LAKEWOOD STATE: CO ZIP: 80228 BUSINESS PHONE: 3039850041 MAIL ADDRESS: STREET 1: 555 ZANG STREET CITY: LAKEWOOD STATE: CO ZIP: 80228 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ------ Incomnet, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 453365207 ---------------------------------- (CUSIP Number) December 15, 1998 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /x/ Rule 13d-1(c) / / Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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. 453365207 ----------- - ------------------------------------------------------------------------------- 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ironwood Telecom LLC EIN No. 84-1475302 ("Ironwood") - ------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) --------------------------------------------------------------------- (b) --------------------------------------------------------------------- - ------------------------------------------------------------------------------- 3 SEC Use Only - ------------------------------------------------------------------------------- 4 Citizenship or Place of Organization Colorado, U.S.A. - ------------------------------------------------------------------------------- Number of Shares 5 Sole Voting Power Beneficially Warrants for the purchase of 3,600,000 shares Owned by of Common Stock (see Item 4 and footnotes) Each Reporting -------------------------------------------- Person With: 6 Shared Voting Power Person With: -0- --------------------------------------------- 7 Sole Dispositive Power Warrants for the purchase of 3,600,000 shares of Common Stock (see Item 4 and footnotes) --------------------------------------------- 8 Shared Dispositive Power -0- - ------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person Warrants for the purchase of 3,600,000 shares of Common Stock (see Item 4 and footnotes) - ------------------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (11) 18% (see Item 4 and footnotes) - ------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) 00 - ------------------------------------------------------------------------------- CUSIP No. 453365207 ----------- - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Donald V. Berlanti ("Mr. Berlanti") - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) --------------------------------------------------------------------- (b) --------------------------------------------------------------------- - ------------------------------------------------------------------------------- 3 SEC Use Only - ------------------------------------------------------------------------------- 4 Citizenship or Place of Organization U.S. citizen - ------------------------------------------------------------------------------- Number of Shares 5 Sole Voting Power Beneficially -0- (see Item 4 and footnotes) Owned by -------------------------------------------------- Each Reporting 6 Shared Voting Power Person With: -0- -------------------------------------------------- 7 Sole Dispositive Power -0- (see Item 4 and footnotes) -------------------------------------------------- 8 Shared Dispositive Power -0- - ------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person Warrants for the purchase of 3,600,000 shares of Common Stock (see Item 4 and footnotes) - ------------------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (11) 18% (see Item 4 and footnotes) - ------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------- Schedule 13G Responses Item 1. (a) Name of Issuer Incomnet, Inc. (b) Address of Issuer's Principal Executive Offices 2801 Main Street Irvine, California 92614 Item 2. (a) Name of Persons Filing Ironwood Telecom LLC Donald V. Berlanti (b) Address of Principal Business Office or, if none, Residence Ironwood: 555 Zang Street, Suite 300 Lakewood, Colorado 80228 Mr. Berlanti: 555 Zang Street, Suite 300 Lakewood, Colorado 80228 (c) Citizenship Ironwood is a limited liability company organized under the laws of the State of Colorado; Mr. Berlanti is a U.S. citizen. (d) Title of Class of Securities Ironwood holds warrants for the purchase of an aggregate of 3,600,000 shares of the Issuer's Common Stock (the "Warrants"). Exercise of the Warrants for 3,000,000 shares of Issuer's Common Stock is conditioned upon shareholder approval of an amendment to the Issuer's Articles of Incorporation to increase the authorized number of shares of the Issuer's Common Stock to accommodate exercise of such Warrants. Exercise of the Warrants for 600,000 shares of the Issuer's Common Stock is not so conditioned but such Warrants cannot be presently exercised because Issuer does not have adequate authorized but unissued Common Stock. (e) CUSIP Number 453365207 Item 3. If this Statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b), check whether the person filing is a: n/a Item 4. Ownership.* (a) Amount beneficially owned: 3,600,000 (upon exercise of the Warrants) (b) Percent of class: 18%** (upon exercise of the Warrants) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 3,600,000 (upon exercise of the Warrants) (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 3,600,000 (upon exercise of the Warrants) (iv) Shared power to dispose or to direct the disposition of 0 - -------- * Mr. Berlanti is the sole manager of Ironwood and has the sole discretion to make dispositions of Ironwood's funds. Ironwood is 93.5% owned by Quince Associates, Ltd., a Maryland limited partnership ("Quince"), which is directly and indirectly owned by entities that are owned by Mr. Berlanti and members of his family and controlled by Mr. Berlanti. In November, 1998, Ironwood acquired an aggregate of approximately 369.6 shares of Issuer's Non-Voting Convertible Preferred Stock, convertible into approximately 2,328,000 shares of Issuer's Common Stock. Ironwood is obligated to hold the Convertible Preferred Stock until April 30, 2000 during which time the Issuer may redeem the Convertible Preferred Stock if it is financially able to do so. During mid-1998, Trans-Pacific Stores, Ltd. ("TPS"), a Hawaiian corporation and a subsidiary of Quince, loaned John P. Casey ("Mr. Casey"), Chairman of the Board of Directors of Incomnet, an aggregate of approximately $2,820,000 ("TPS Loan"). Mr. Casey used the TPS Loan funds to acquire an aggregate of approximately 1,907,000 shares of Issuer's Common Stock (the "Casey Common Stock") and to purchase an option to buy approximately 1,600 shares of Issuer's Convertible Preferred Stock. The TPS Loan is secured by a pledge of certain assets of Mr. Casey, including certain proceeds from the sale, if any, of the Casey Common Stock. Ironwood and Mr. Berlanti specifically disclaim any beneficial ownership interest in the Casey Common Stock. On November 4, 1998, Ironwood loaned Mr. Casey $2,124,790 ("Ironwood Loan"), to purchase approximately 1,600 shares of Issuer's Convertible Preferred Stock (the "Casey Preferred Stock"). The Casey Preferred Stock is pledged to Ironwood as security for the Ironwood Loan under a Stock Pledge Agreement. Ironwood and Mr. Berlanti specifically disclaim any beneficial ownership interest in the Casey Preferred Stock. ** Based upon Issuer's most recently filed Form 10-Q, which was filed on November 16, 1998. Item 5. Ownership of Five Percent or Less of a Class n/a Item 6. Ownership of More than Five Percent on Behalf of Another Person. n/a Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company n/a Item 8. Identification and Classification of Members of the Group n/a Item 9. Notice of Dissolution of Group n/a Item 10. Certification.*** Certification for Rule 13-d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. /s/ Donald V. Berlanti - ------------------------------------------- Signature: Donald V. Berlanti Date: December 22, 1998 Name/Title: Sole Manager of Ironwood Telecom LLC /s/ Donald V. Berlanti - ------------------------------------------- Donald V. Berlanti, Sole Manager and Indirect Controlling Member of Ironwood Telecom LLC - ----------------- *** John P. Hill, Jr., an administrative manager of Quince, is also a director of Issuer. Ironwood and Mr. Berlanti specifically disclaim any purpose of changing or influencing the control of Issuer by virtue of Mr. Hill's relationship with Issuer. In connection with $16,785,470 of financing provided by Ironwood to Issuer, Ironwood acquired the Warrants. Mr. Casey and Denis Richard, the president and chief executive officer of Issuer, have each executed a voting agreement pursuant to which they are each obligated to vote their shares of Issuer's Common Stock in favor of increasing the authorized number of shares of Issuer's Common Stock. Ironwood and Mr. Berlanti specifically disclaim any purpose of changing or influencing the control of the Issuer by virtue of these agreements. 3 -----END PRIVACY-ENHANCED MESSAGE-----