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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. 5 )*
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THIS AMENDMENT WAS PREVIOUSLY FILED ON JULY 14, 1999 AS AMENDMENT NO. 5
AND IS BEING REFILED ONLY TO CORRECT THE DATE OF THE SIGNATURE ON THE
SIGNATURE PAGE.
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)
July 13, 1999
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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") (This statement is
being filed on behalf of Ironwood and Donald V. Berlanti as Ironwood's
indirect controlling member.)
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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 3,850,000 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-
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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)
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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 3,850,000 shares of Common Stock
(see Item 4 of the Schedule 13G Responses 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)
15.35%## (see Item 4 of the Schedule 13G Responses and footnotes)
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12 Type of Reporting Person (See Instructions)
00
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## 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 19, 1999) and an additional 3,850,000 shares of Common Stock
outstanding assuming exercise of the Warrants.
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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 of the Schedule 13G Responses
Owned by and footnotes)
Each Reporting --------------------------------------------------
Person With: 6 Shared Voting Power
-0-
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7 Sole Dispositive Power
-0- (see Item 4 of the Schedule 13G Responses
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 3,850,000 shares of Common Stock
(see Item 4 of the Schedule 13G Responses 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)
15.35% (see Item 4 of the Schedule 13G Responses and footnotes)
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12 Type of Reporting Person (See Instructions)
IN
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Schedule 13G Responses
This Amendment is the fifth 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. 5 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 4. Ownership*
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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 97.5% 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 Ironwood Preferred 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 wholly-owned subsidiary of Quince, loaned John P. Casey ("Mr. Casey"),
Chairman of the Board of Directors of Issuer, 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 in the original principal
amount of $3,837,224 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
original maturity date of the TPS Note was June 30, 1999. By agreement dated
July 13, 1999, effective as of June 30, 1999 (the "Extension"), the principal
amount of the TPS Note was increased to approximately $4.67 million and the
maturity date extended from June 30, 1999 to June 30, 2000 ("Extended
Maturity Date"). The TPS Note has an interest rate of 18% compounded
quarterly through June 30, 1999 and 25% compounded quarterly thereafter. The
TPS Note has no minimum periodic payments and no prepayment penalties. Mr.
Casey is obligated to repay the TPS Note in cash by not later than the
Extended Maturity Date, unless the parties mutually agree upon an extension;
however, the Extension gives TPS the ability to elect, in lieu of the
compounded quarterly interest due under the TPS Note, to have Mr. Casey pay
TPS an amount tied to the appreciation in the price per share of Issuer's
Common Stock, and 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 $.725 from the average of
the closing price per share of Issuer's Common Stock on
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the last day of the quarter during which the TPS Note is paid ("Valuation
Date") and the four trading days prior to the Valuation 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 Valuation Date and the four trading days
prior to the Valuation Date. If TPS elects to receive the Appreciation Right,
Mr. Casey will receive a credit for approximately $1.34 million, representing
prior interest payments and appreciation right calculations as at June 30,
1999.
On November 4, 1998, Ironwood loaned to 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.
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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
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Signature: Donald V. Berlanti
Date: July 13, 1999
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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