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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____)*
Internet Commerce & Communications, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
46061G 10 3
------------------------------
(CUSIP Number)
11/29/2000
--------------------------------------------------------------------------------
(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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1745 (3-98)
<PAGE>
Page 2 of 12
SCHEDULE 13G
CUSIP NO. 46061G 10 3
---------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Interwest Group, Inc.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Colorado
------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
3,800,377
OWNED BY
-----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
3,800,377
------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,800,377
------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.4%
------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
------------------------------------------------------------------------------
<PAGE>
Page 3 of 12
SCHEDULE 13G
CUSIP NO. 46061G 10 3
---------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Anschutz Company
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
3,800,377
OWNED BY
-----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
3,800,377
------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,800,377
------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.4%
------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
------------------------------------------------------------------------------
<PAGE>
Page 4 of 12
SCHEDULE 13G
CUSIP NO. 46061G 10 3
---------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Philip F. Anschutz
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [X]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
3,800,377
OWNED BY
-----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
3,800,377
------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,800,377
------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.4%
------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
------------------------------------------------------------------------------
<PAGE>
Page 5 of 12
CUSIP NO. 46061G 10 3
---------------
Item 1
(a) Name of Issuer
Internet Commerce & Communications, Inc.
(b) Address of Issuer's Principal Executive Offices
999 Eighteenth Street, Suite 2300
Denver, Colorado 80202
Item 2
(a) Name of Person Filing
This statement is filed on behalf of Interwest Group, Inc.
("Interwest"), Anschutz Company ("AC"), and Philip F. Anschutz ("Anschutz").
(b) Address of Principal Business Office or, if none, Residence
The address of Principal Business Office for each of Interwest, AC and
Anschutz is as follows:
555 Seventeenth Street, Suite 2400
Denver, Colorado 80202
(c) Citizenship
Interwest is a Colorado corporation
AC is a Delaware corporation
Anschutz is a citizen of the United States of America
(d) Title of Class of Securities
Common Stock, $0.001 par value per share
(e) CUSIP Number
46061G 10 3
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
(a) [_] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
Interwest is the record holder of the 3,800,377 shares of Internet Commerce
& Communications, Inc. common stock to which this statement relates. Anschutz
owns 100% of the outstanding capital stock of AC, and AC owns 100% of the
outstanding capital stock of Interwest. Therefore, Anschutz may be deemed to
control AC and Interwest, and each of them may be deemed to share the power to
vote and dispose of such shares.
(a) Amount beneficially owned:
Interwest: 3,800,377
AC: 3,800,377
<PAGE>
Page 6 of 12
Anschutz: 3,800,377
(b) Percent of class:
Interwest: 12.4%
AC: 12.4%
Anschutz: 12.4%
(c) Number of shares as to which the person has:
The following indicates for each filing person the number of shares of
common stock of Internet Commerce & Communications, Inc. as to which there is
sole and/or shared power to vote or direct the vote of, or dispose of or direct
the disposition of, the shares:
Interwest: Sole Power, O; Shared Power, 3,800,377
AC: Sole Power, 0; Shared Power, 3,800,377
Anschutz: Sole Power, 0; Shared Power, 3,800,377
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
See attached Exhibit A
Item 8. Identification and Classification of Members of the Group.
See attached Exhibit B
Item 9. Notice of Dissolution of a Group
Not applicable
Item 10. Certification
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 acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
Page 7 of 12
CUSIP NO. 46061G 10 3
-----------
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.
INTERWEST GROUP, INC. Date: December 11, 2000
--------------------------
Date
By: /s/ Lynn T. Wood
------------------------------
Name: Lynn T. Wood
Title: Senior Vice President
ANSCHUTZ COMPANY Date: December 11, 2000
--------------------------
Date
By: Philip F. Anschutz
------------------------------
Name: Philip F. Anschutz
Title: Chairman
By: /s/ Robert M. Swysgood
----------------------
Name: Robert M. Swysgood
Title: Attorney-in-Fact
PHILIP F. ANSCHUTZ Date: December 11, 2000
--------------------------
Date
By: /s/ Robert M. Swysgood
------------------------------
Name: Robert M. Swysgood
Title: Attorney-in-Fact
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
<PAGE>
Page 8 of 12
CUSIP NO. 46061G 10 3
-----------
EXHIBIT INDEX
Exhibit A Parent Holding Company and Control Person Information
Exhibit B Identification of Group Members
Exhibit C Joint Filing Agreement
Exhibit D Power of Attorney
<PAGE>
Page 9 of 12
CUSIP NO. 46061G 10 3
-----------
EXHIBIT A
to
Schedule 13G
Parent Holding Company and Control Person Information:
Philip F. Anschutz ("Anschutz") owns 100% of the outstanding capital
stock of Anschutz Company, a Delaware corporation ("AC"), which owns 100% of the
outstanding capital stock of Interwest Group, Inc., a Colorado corporation
("Interwest"). Therefore, Anschutz may be deemed to be a control person of AC
and Interwest, and AC is the parent holding company of Interwest.
<PAGE>
Page 10 of 12
CUSIP NO. 46061G 10 3
-----------
EXHIBIT B
to
Schedule 13G
Identification of Group Members:
Interwest Group, Inc.
Anschutz Company
Philip F. Anschutz
<PAGE>
CUSIP NO. 46061G 10 3 Page 11 of 12
-----------
EXHIBIT C
to
Schedule 13G
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G dated
December 11, 2000, with respect to the common stock of Internet Commerce &
Communications, Inc. is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934.
This Agreement may be executed in counterparts, each of which shall
for all purposes be deemed to be an original, but all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned have each executed this Joint
Filing Agreement as of December 11, 2000.
INTERWEST GROUP, INC.
By: /s/ Lynn T. Wood
----------------
Name: Lynn T. Wood
Title: Senior Vice President
ANSCHUTZ COMPANY
By: Philip F. Anschutz
------------------
Name: Philip F. Anschutz
Title: Chairman
By: /s/ Robert M. Swysgood
----------------------
Name: Robert M. Swysgood
Title: Attorney-in-Fact
PHILIP F. ANSCHUTZ
By: /s/ Robert M. Swysgood
----------------------
Name: Robert M. Swysgood
Title: Attorney-in-Fact
<PAGE>
CUSIP NO. 46061G 10 3 Page 12 of 12
-----------
EXHIBIT D
to
Schedule 13G
POWER OF ATTORNEY
I, Philip F Anschutz, hereby appoint Robert M. Swysgood, my true and
lawful attorney-in-fact to:
(1) execute for me and on my behalf, in my capacity as an
individual and in my capacity as an officer and/or director
of Anschutz Company and The Anschutz Corporation (the
"Companies"), Forms 3, 4, and 5 and Schedules 13D and 13G
and any Amendments thereto, in accordance with Sections 13
and 16 of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) do and perform any and all acts for me and on my behalf
which may be necessary or desirable to complete and execute
any such Forms 3, 4, or 5 and Schedules 13D and 13G and any
Amendments thereto and timely file such Form, Schedule or
Amendment with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of the attorney-in-
fact, may be of benefit to, in the best interest of, or
legally required by me, it being understood that the
documents executed by the attorney-in-fact on my behalf
pursuant to the Power of Attorney shall be in such form and
shall contain such terms and conditions as the attorney-in-
fact may approve in his discretion.
I hereby grant to the attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted
as fully to all intents and purposes as I might or could do it personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact, or the attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. I hereby acknowledge that
the foregoing attorney-in-fact, in serving in such capacity at my request, is
not assuming, nor are the Companies assuming, any of my responsibilities to
comply with Section 13 or 16 of the securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until I
am no longer required to file Forms 3, 4, and 5 and Schedules 13D and 13G and
any Amendments thereto, unless I earlier revoke this Power of Attorney in a
signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I hereby cause this Power of Attorney to be
executed as of this 21st day of October, 1999.
/s/ Philip F. Anschutz
----------------------
Philip F. Anschutz
