-----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, JIp6wHe+QdYEeMa2kCfJzfVfAHu0LQobmiymDTpCesBWvm/fHrJMGPpfti38wA2m 3k/q9/2wFP/pr+j29SBhNw== 0001047469-99-027707.txt : 19990719 0001047469-99-027707.hdr.sgml : 19990719 ACCESSION NUMBER: 0001047469-99-027707 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990716 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/A SEC ACT: SEC FILE NUMBER: 005-34858 FILM NUMBER: 99665528 BUSINESS ADDRESS: STREET 1: 20501 VENTURA BLVD SUITE 265 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 BUSINESS PHONE: 8188873400 MAIL ADDRESS: STREET 1: 20501 VENTURA BLVD SUITE 265 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 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/A 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/A 1 SC 13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* ----- THIS AMENDMENT WAS PREVIOUSLY FILED ON APRIL 26, 1999 AS AMENDMENT NO. 4 AND IS BEING REFILED ONLY TO CORRECT THE DATE OF THE SIGNATURE ON THE SIGNATURE PAGE. Incomnet, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 453365207 ---------------------------------- (CUSIP Number) April 14, 1999 - ------------------------------------------------------------------------------- (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") (This statement is being filed on behalf of Ironwood and Donald V. Berlanti as Ironwood's indirect controlling member.) - ------------------------------------------------------------------------------- 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 3,850,000 shares Owned by of Common Stock (see Item 4 of the Each Reporting Schedule 13G Responses and footnotes) Person With: -------------------------------------------- Person With: 6 Shared Voting Power -0- --------------------------------------------- 7 Sole Dispositive Power Warrants for the purchase of 3,850,000 shares of Common Stock (see Item 4 of the Schedule 13G Responses and footnotes) --------------------------------------------- 8 Shared Dispositive Power -0- - ------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person Warrants for the purchase of 3,850,000 shares of Common Stock (see Item 4 of the Schedule 13G Responses 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) 15.35%## (see Item 4 of the Schedule 13G Responses and footnotes) - ------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) 00 - ------------------------------------------------------------------------------- ## THIS AMENDMENT IS BEING FILED TO REFLECT THE WARRANTS ACQUIRED IN THE SUBORDINATION TRANSACTION DESCRIBED IN FOOTNOTE *** OF ITEM 10 OF THE SCHEDULE 13G RESPONSES. Percentage of class is calculated based upon 25,083,000 shares of Issuer's Common Stock outstanding, which consists of 21,233,000 shares of voting stock outstanding (pursuant to Issuer's most recent Form 10-K, filed on April 1, 1999) and an additional 3,850,000 shares of Common Stock outstanding assuming exercise of the Warrants. 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 of the Schedule 13G Responses Owned by and footnotes) Each Reporting -------------------------------------------------- Person With: 6 Shared Voting Power -0- -------------------------------------------------- 7 Sole Dispositive Power -0- (see Item 4 of the Schedule 13G Responses and footnotes) -------------------------------------------------- 8 Shared Dispositive Power -0- - ------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person Warrants for the purchase of 3,850,000 shares of Common Stock (see Item 4 of the Schedule 13G Responses 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) 15.35% (see Item 4 of the Schedule 13G Responses and footnotes) - ------------------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------------------- Schedule 13G Responses This Amendment is the fourth amendment to the Statement on Schedule 13G filed on December 28, 1998 (as previously amended, the "Statement") with the Securities and Exchange Commission by Ironwood Telecom LLC in connection with its ownership of certain securities of Incomnet, Inc. ("Issuer"). All capitalized terms used and not defined in this Amendment No. 4 have the meanings given to them in the Statement. The Cover Sheets of the Statement have been restated, with amendments, in their entirety. With respect to the Schedule 13G Responses, only those items that have been amended are restated. Item 2. (d) Title of Class of Securities Ironwood holds warrants for the purchase of 3,850,000 shares of the Issuer's Common Stock (the "Warrants") exercisable 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. See also footnote ### to Item 4 of the Schedule 13G Responses. Item 4. Ownership.* (a) Amount beneficially owned: 3,850,000 (upon exercise of the Warrants)### (b) Percent of class: 15.35% (upon exercise of the Warrants)### THIS AMENDMENT IS BEING FILED TO REFLECT THE WARRANTS ACQUIRED IN THE SUBORDINATION TRANSACTION DESCRIBED IN FOOTNOTE *** OF ITEM 10 OF THE SCHEDULE 13G RESPONSES. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 3,850,000 (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 3,850,000 (upon exercise of the Warrants) (iv) Shared power to dispose or to direct the disposition of 0 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. IRONWOOD TELECOM LLC /s/ Donald V. Berlanti - ------------------------------------------- Signature: Donald V. Berlanti Date: April 23, 1999 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 and President of TPS. 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 $1,785,470 of bridge financing provided on November 4, 1998 ("Bridge Financing") and $16,785,470 of term financing on December 15, 1998 ("Term Financing") to Issuer, Ironwood acquired the warrants for the purchase of 2,000,000 shares of the Issuer's Common Stock, the warrants for the purchase of 600,000 shares of the Issuer's Common Stock, and the 1,000,000 Share 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 all of their voting shares of Issuer 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. On April 14, 1999, the Issuer secured a credit facility from Foothill Financial Corporation ("Foothill"). Foothill is unrelated to Ironwood or any of its affiliates. Foothill required, as a condition of providing the credit facility, that Ironwood subordinate certain liens and security interests (the "Security Interests") that Ironwood maintained on the assets of the Issuer's subsidiary, Incomnet Communications Corporation. Ironwood had obtained the Security Interests as a result of the Bridge Financing and the Term Financing. In consideration for the subordination, the Issuer issued to Ironwood warrants to purchase 1,250,000 shares of the Issuer's Common Stock. Ironwood and Mr. Berlanti specifically disclaim any purpose of changing or influencing the control of the Issuer by virtue of the subordination. 3 -----END PRIVACY-ENHANCED MESSAGE-----