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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. )*
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Incomnet, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
453365207
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(CUSIP Number)
December 15, 1998
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(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).
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CUSIP No. 453365207
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1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ironwood Telecom LLC EIN No. 84-1475302 ("Ironwood")
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2 Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
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3 SEC Use Only
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4 Citizenship or Place of Organization
Colorado, U.S.A.
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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-
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7 Sole Dispositive Power
Warrants for the purchase of 3,600,000
shares of Common Stock
(see Item 4 and footnotes)
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8 Shared Dispositive Power
-0-
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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)
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10 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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11 Percent of Class Represented by Amount in Row (11)
18% (see Item 4 and footnotes)
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12 Type of Reporting Person (See Instructions)
00
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CUSIP No. 453365207
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Donald V. Berlanti ("Mr. Berlanti")
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ---------------------------------------------------------------------
(b)
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3 SEC Use Only
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4 Citizenship or Place of Organization
U.S. citizen
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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-
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7 Sole Dispositive Power
-0- (see Item 4 and footnotes)
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8 Shared Dispositive Power
-0-
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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)
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10 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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11 Percent of Class Represented by Amount in Row (11)
18% (see Item 4 and footnotes)
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12 Type of Reporting Person (See Instructions)
IN
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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
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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
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* 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.
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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
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Signature: Donald V. Berlanti
Date: December 22, 1998
Name/Title: Sole Manager of Ironwood Telecom LLC
/s/ Donald V. Berlanti
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Donald V. Berlanti, Sole Manager and
Indirect Controlling Member of Ironwood Telecom LLC
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*** 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.
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