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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
John P. Casey, 10220 River Road, Suite 115, Potomac, MD 20854 (301) 983-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 14, 1998
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 240.13d- 7(b) for
other parties to whom copies are to be sent.
*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).
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SCHEDULE 13D
CUSIP NO. 453365207 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN P. CASEY - SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
829,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 79,200 (children's trust; 1/3 voting
OWNED BY EACH trustee)
REPORTING
PERSON WITH
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9 SOLE DISPOSITIVE POWER
829,000
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10 SHARED DISPOSITIVE POWER
79,200 (children's trust; 1/3 voting trustee)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Statement is the first Amendment to the Statement on Schedule 13D filed on
April 7, 1998 with the Securities and Exchange Commission by Mr. John P. Casey
in connection with his beneficial ownership of shares (the "Shares") of common
stock of Incomnet, Inc. (the "Issuer").
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
(a) The person filing this statement is Mr. John P. Casey.
(b) The principal business address of Mr. Casey is 10220 River Road,
Suite 115, Potomac, Maryland 20854.
(c) Mr. Casey's principal occupation is investment banker, and he is
employed by Meridian Investments, Inc.
(d) Mr. Casey has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Casey was not, during the last five years, a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was subject to a
judgement, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws.
(f) Mr. Casey is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Casey and his children's trust purchased an aggregate of 908,200
shares of Common Stock for a total purchase price of approximately $1,959,307,
using Mr. Casey's personal funds.
Item 4. Purpose of Transaction.
Mr. Casey acquired the Shares as an investment. At present, Mr. Casey is
distressed over the recent evaluation by the market of the Issuer's securities.
Accordingly, Mr. Casey has requested information from the Issuer's management
concerning, among other things, the proposed sale by the Issuer of its
subsidiary, NTC; management's evaluation of NTC; and the financial controls at
NTC. In addition, Mr. Casey has requested information from the Issuer's
management as to loan transactions between directors of the Issuer and the
Issuer; the manner in which the present salary of the Issuer's president was
fixed and the reasonableness of said salary; and certain appointments of
directors which occurred at the Issuer's 1997 annual meeting.
Depending on the nature of the information provided, Mr. Casey may
oppose the proposed sale by the Issuer of NTC or its assets; and may recommend
that the Issuer take certain other corrective actions, including demanding that
outstanding loans to certain corporate directors be repaid and that the Board
investigate possible financial irregularities at NTC.
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Depending on the nature of the information provided, Mr. Casey may also
recommend or seek to effectuate changes in certain or all of the Issuer's
management, including changes of one or more directors and changes in the
Issuer's executive officers.
Mr. Casey intends to continue to consider various alternative courses of
action and will in the future take such actions with respect to his equity
ownership in the Issuer as he deems appropriate in light of the circumstances
existing from time to time. Such actions may include making additional
recommendations to management concerning various business strategies and other
matters, or such other actions as Mr. Casey may deem appropriate. Such actions
may involve the sale of all or a portion of the Shares beneficially owned by Mr.
Casey in the open market or in private negotiated transactions to one or more
purchasers. Although Mr. Casey does not have any present plans to acquire
additional shares of the Issuer, such future actions may also involve the
purchase of additional shares of the Issuer's Common Stock.
Other than as set forth above, Mr. Casey has no plans or proposals which
relate to or would result in:
(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.
(a) Mr. Casey is the beneficial owner of 908,200 shares of the
Common Stock of the Issuer, constituting approximately 6.5% of
such class.
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(b) Mr. Casey has sole power to vote, direct the vote of, dispose
of, and direct the disposition of 829,000 of the shares
described in (a) above. Mr. Casey has shared power to
vote,direct the vote of, dispose of, and direct the disposition
of, 79,000 of the shares described in (a) above.
(c) From January 30, 1998 to March 31, 1998, Mr. Casey purchased an
aggregate of 469,100 shares of the Issuer's Common Stock at
prices ranging from $.593 per share to $1.75 per share in
transactions effected on the open market.
On April 9, 1998, Mr. Casey purchase 50,000 shares of the
Issuer's Common Stock for $.562 per share in a transaction
effected on the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
Mr. Sam Schwartz, the former Chief Executive Officer of the Issuer and
an owner of approximately five percent (5%) of the Issuer's shares, has
indicated to Mr. Casey that he may support some of the initiatives that may be
advocated by Mr. Casey. Mr. Schwartz has informed Mr. Casey that he will not be
a member of any group which may be formed by Mr. Casey. Exclusive of the
foregoing and as previously disclosed by Mr. Casey in his original Statement on
Schedule 13D, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Casey and any other person with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
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.
Date: April 16, 1998
/s/ JOHN P. CASEY
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John P. Casey, Individually
