<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
-----
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).
<PAGE>
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 2,600,000 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 2,600,000
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 2,600,000 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)
11.5%## (see Item 4 and footnotes)
- -------------------------------------------------------------------------------
12 Type of Reporting Person (See Instructions)
00
- -------------------------------------------------------------------------------
## THIS AMENDMENT IS BEING FILED TO CORRECT AN ERROR IN THE ORIGINAL SCHEDULE
13G FILED ON DECEMBER 28, 1998; SEE FOOTNOTE ### TO ITEM 4. Percentage of
class is calculated based upon 22,600,000 shares of Issuer's Common Stock
outstanding, which consists of 20,000,000 shares of Common Stock
currently outstanding (pursuant to Issuer's most recent Form 10-Q, filed
on November 16, 1998) and an additional 2,600,000 shares of Common Stock
outstanding assuming exercise of the Warrants.
<PAGE>
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 2,600,000 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)
11.5% (see Item 4 and footnotes)
- -------------------------------------------------------------------------------
12 Type of Reporting Person (See Instructions)
IN
- -------------------------------------------------------------------------------
<PAGE>
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 2,600,000 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.
(e) CUSIP Number
453365207
<PAGE>
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: 2,600,000 (upon exercise of the
Warrants)###
(b) Percent of class: 11.5% (upon exercise of the Warrants)###
THIS AMENDMENT IS BEING FILED TO CORRECT AN ERROR IN THE ORIGINAL
SCHEDULE 13G FILED ON DECEMBER 28, 1998; SEE FOOTNOTE ###
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 2,600,000 (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 2,600,000 (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 369.616 shares of
Issuer's Non-Voting Convertible Preferred Stock (the "Ironwood Preferred"),
convertible into 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 Ironwood Preferred if it is financially
able to do so. If Issuer does not redeem by such date, the Ironwood Preferred
must be converted and the resultant 2,328,000 shares of Common Stock must be
offered to all shareholders on a pro rata basis at a price equal to the sum
of the price that Ironwood paid for the Ironwood Preferred, the expenses
incurred by Ironwood (including legal and accounting expenses), and a
carrying charge equal to an annual 18% interest rate.
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 $3,950,000
("TPS Loan"). Mr. Casey used a portion of the TPS Loan 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 "Casey Preferred Stock").
Ironwood and Mr. Berlanti specifically disclaim any beneficial ownership
interest in the Casey Common Stock. On January 28, 1999, Mr. Casey executed a
promissory note (the "TPS Note") in favor of TPS to replace the prior notes
given under the TPS Loan. The TPS Note is secured by a pledge of certain
assets of Mr. Casey, including certain proceeds from the sale, if any, of the
Casey Common Stock. The TPS Note has an interest rate of 18% compounded
quarterly, has no minimum periodic payments, and may be prepaid at any time
with no prepayment penalties. The TPS Note is due in full by June 30, 1999,
unless the parties agree upon an extension. According to the terms of the TPS
Note, upon payment of the Note by Mr. Casey, TPS may elect, in lieu of the
interest due under such Note, to have Mr. Casey pay TPS an amount tied to the
appreciation in the price per share of Issuer's Common Stock; such amount
("Appreciation Right") is payable in either cash or an equivalent value of
Issuer's Common Stock. The amount of the Appreciation Right is calculated by
(a) subtracting $0.725 from the average of the closing price per share of
Issuer's Common Stock on the date on which the TPS Note is paid ("Payoff
Date") and the four trading days prior to the Payoff Date, (b) multiplying
the result by 25%, and (c) multiplying the result obtained in (b) by 5.4
million. If TPS elects to receive an equivalent value of Issuer's Common
Stock, the number of shares TPS will receive will be equal to the amount of
the Appreciation Right divided by the average of the closing price per share
of Issuer's Common Stock on the Payoff Date and the four trading days prior
to the Payoff Date. If TPS elects to receive the Appreciation Right, all
interest payments by Mr. Casey prior to the Payoff Date shall be credited
against the number of Appreciation Right shares or amount of Appreciation
Right cash.
On November 4, 1998, Ironwood loaned Mr. Casey $2,124,790 ("Ironwood Loan"),
to purchase 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.
###Ironwood also holds warrants for the purchase of 1,000,000 shares of the
Issurer's Common Stock ("1,000,000 Share Warrants") exercisable on or
after December 15, 1999. Ironwood disclaims any beneficial ownership
interest in the Common Stock underlying the 1,000,000 Share Warrants.
The exercise prices and number of shares that may be purchased under the
Warrants for 2,000,000 shares and the 1,000,000 Share Warrants may be
adjusted if the Issuer fails to meet certain gross revenue targets during
the fourth quarters of 1999 and 2000, respectively. These adjustments and
certain antidilution provisions are discussed in the respective Warrant
Agreements.
<PAGE>
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.
Item. 11. Material to be filed as Exhibits
Exhibit 1: Joint Filing Agreement
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: February 5, 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 $16,785,470 of financing provided by Ironwood to Issuer,
Ironwood acquired the Warrants 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 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
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13-d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with
the other Reporting Person (as identified in the Schedule 13G referred to
below) on behalf of each of them of a statement on Schedule 13G (including
amendments thereto) with respect to the Warrants (as defined in the Schedule
13G) for the purchase of Common Stock of Incomnet, Inc., and that this
Agreement be included as an Exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
29th day of December, 1998.
IRONWOOD TELECOM LLC
By: /s/ Donald V. Berlanti
----------------------------------
Donald V. Berlanti, Sole Manager
of Ironwood Telecom LLC
/s/ Donald V. Berlanti
----------------------------------
Donald V. Berlanti, Sole Manager
and Indirect Controlling Member of
Ironwood Telecom LLC
