<PAGE> 1
---------------------------
OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response....14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)*
INCOMNET, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
453365207
----------------------------------------------
(CUSIP Number)
John P. Casey, 10220 River Road, Suite 115, Potomac, MD 20854 (301) 983-5000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 28, 1999
- --------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
<PAGE> 2
SCHEDULE 13D
<TABLE>
<S> <C>
- --------------------------- -------------------------
CUSIP NO. 453365207 PAGE 2 OF 6 PAGES
- --------------------------- -------------------------
- -------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN P. CASEY - SS# ###-##-####
- -------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- -------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
14,495,474*
--------------------------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 102,000 (children's trust; 1/3 voting trustee)
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
14,495,474*
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
102,000 (children's trust; 1/3 voting trustee)
- -------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,597,474*
- -------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- -------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.65% (See Item 5)*
- -------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------------------------------
</TABLE>
*Includes 8,459,970 shares of Incomnet Common Stock issuable on conversion of
725.473 shares of Incomnet Series A Convertible Preferred Stock and 872.738
shares of Incomnet Series B Preferred Stock (collectively, the "Preferred
Shares") which Mr. Casey purchased on November 5, 1998 under the Option
Agreement dated July 15, 1998 described in Amendment No. 6 to Mr. Casey's
Statement. Incomnet does not currently have sufficient authorized but unissued
shares of Common Stock to effect the conversion of the Preferred Shares into
common stock. Further, Mr. Casey is obligated, pursuant to the terms of the
Board Change Agreement dated August 28, 1998 to hold the Preferred Shares until
November 4, 1999 (the "Redemption Period") during which time the Company plans
to redeem the Preferred Shares if it is financially able to do. If the Company
is not able to redeem the Preferred Shares during the Redemption Period,
Mr. Casey is obligated to convert the Preferred Shares into Common Stock and
offer the Common Stock to all shareholders of Incomnet on a pro-rata basis at
an offering price representing no actual profit to Mr. Casey.
<PAGE> 3
-----------------
Page 3 of 6 Pages
-----------------
This Statement is the sixteenth Amendment to the Statement on Schedule
13D filed on April 7, 1998 (as previously amended, the "Statement") 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.
("Incomnet" or the "Issuer"). All capitalized terms used and not defined in this
Amendment No. 16 have the meanings given to them in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
As disclosed on Amendment Nos. 5, 6 and 7 of this Statement, Mr. Casey
purchased an aggregate of 1,907,404 shares of Incomnet common stock and the
option to purchase the Series A and Series B Preferred Stock using borrowed
funds from Trans Pacific Stores, Ltd., a Hawaiian corporation ("Trans Pacific").
These funds were initially borrowed under an oral arrangement with Trans
Pacific. On January 28, 1999 Mr. Casey executed a promissory note (the "Trans
Pacific Note") in favor of Trans Pacific in the amount of $3,837,224.00, which
Note was intended to replace the prior financing arrangements. The Trans Pacific
Note is secured by a pledge of certain personal assets of Mr. Casey and all
proceeds from any sale of his shares of Incomnet Common Stock. The Trans Pacific
Note has an interest rate of 18% compounded quarterly and has no minimum
periodic payments and no prepayment penalties. The Trans Pacific Note is due and
payable in full by not later than June 30, 1999, unless the parties mutually
agree upon an extension. The Trans Pacific Note gives Trans Pacific the ability
to elect, in lieu of the interest due under such facility, to have Mr. Casey pay
Trans Pacific in shares of Incomnet Common Stock or cash, an amount equal to 25%
of the appreciation in the per share Common Stock price of Incomnet at the time
of prepayment or, if not prepaid, at June 30, 1999 (the "Payoff Date") in excess
of $0.725 per share multiplied by 5.4 million (the "Stock Appreciation Right").
For purposes of determining the per share value of Incomnet stock in calculating
the Stock Appreciation Right, the value of the stock shall be equal to the
average closing price of the stock on the five trading days prior to the Payoff
Date. If Trans Pacific elects to receive the Stock Appreciation Right, all
interest payments by Mr. Casey prior to the Payoff Date shall be credited
against the number of Stock Appreciation Right shares or amount of Stock
Appreciation Right cash. John P. Hill, Jr., a director of the Company, is the
President of Trans Pacific.
<PAGE> 4
-----------------
Page 4 of 6 Pages
-----------------
Item 5. Interest in Securities of the Issuer.
(d) Until the Trans Pacific Note has been paid in full, Trans Pacific
has the right to receive such proceeds from any sale of Mr. Casey's shares of
Incomnet common stock as are necessary to repay all amounts due under the Trans
Pacific Note.
3
<PAGE> 5
-----------------
Page 5 of 6 Pages
-----------------
Item 7. Material to be filed as Exhibits.
Exhibit 1 Promissory Note by John P. Casey in favor of Trans Pacific Stores,
Ltd. dated January 28, 1999.
4
<PAGE> 6
-----------------
Page 6 of 6 Pages
-----------------
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/ JOHN P. CASEY
Date: January 29, 1999 ------------------------------------------
John P. Casey
<PAGE> 1
PROMISSORY NOTE
U.S. $3,837,224.00 Denver, Colorado
January 28, 1999
The Promissory Note supersedes the following instruments between John P. Casey
and Trans Pacific Stores, Ltd.:
1. Promissory Note for One Million Dollars ($1,000,000) dated June
9, 1998.
2. Additional Advance No. 1 for One Million Two Hundred Thousand
Dollars ($1,200,000) dated July 8, 1998.
3. Additional Advance No. 2 for Four Hundred Thousand Dollars
($400,000) dated July 10, 1998.
4. Additional Advance No. 3 for One Million Dollars ($1,000,000)
dated July 16, 1998.
5. Additional Advance No. 4 for Two Hundred Thousand Dollars
($200,000) dated July 20, 1998.
6. Additional Advance No. 5 for One Hundred Fifty Thousand Dollars
($150,000) dated August 13, 1998.
1. PROMISE TO PAY. For value received, the undersigned, John P. Casey
("Borrower"), promises to pay Trans Pacific Stores, Ltd., a Hawaii corporation,
or order ("Note Holder"), the principal sum of Three Million Eight Hundred
Thirty-Seven Thousand Two Hundred Twenty-Four Dollars ($3,837,224.00), with
interest on the unpaid principal balance from the date hereof, until paid as
provided for hereinafter. Principal and interest shall be payable at 555 Zang
Street, Suite 300, Lakewood, CO 80228, or such other place as the Note Holder
may designate, in accordance with the schedule of payments attached hereto as
Exhibit "A" and incorporated herein by reference.
2. MATURITY DATE. Unless sooner paid in full and discharged, the entire
principal amount outstanding and accrued interest thereon shall be due and
payable on June 30, 1999.
3. INTEREST PAYMENT DATES AND RATE. Interest on the outstanding principal
balance hereunder shall be payable in accordance with the structure of payments
set forth in Exhibit A, and shall be computed at the rate of eighteen percent
(18%) per annum, compounded quarterly.
4. APPLICATION OF PAYMENTS. Payments received for application to this
Promissory Note shall be applied first to the payment of accrued interest at
the Default Rate specified in Section 10 hereof, second, to non-default accrued
interest at the rate specified in Section 3 hereof, third, to payment of
attorney's fees specified in Section 11 hereof, with the balance applied in
reduction of the principal amount.
<PAGE> 2
5. PREPAYMENT RIGHT. Borrower may repay the principal amount outstanding
under this Promissory Note in whole or in part at any time without penalty.
6. OPTIONAL RETURN FOR NOTE HOLDER. In lieu of payment of interest as set
forth in Section 3, Note Holder may elect to have Borrower pay to Note Holder
an amount equal to twenty-five percent (25%) of the appreciation in the per
share common stock price of Incomnet, Inc. (NASDQ-ICNT) at June 30, 1999 in
excess of $0.725 per share multiplied by 5,400,000. For purposes of determining
the per share value of Incomnet, Inc. common stock at June 30, 1999, the value
of the stock shall be equal in amount to the average closing price of the stock
for the trailing five (5) business days, including June 30, 1999.
In the event Note Holder elects to receive the 25% appreciation in
share value, all interest payments made hereunder, and under the agreements
superceded by this Note, shall be credited against the 25% appreciation in
share value, with the balance to be due and payable within two (2) business days
from receipt of the Note Holder's written election, which election shall be
made not later than June 30, 1999.
Example of Computation of Interest Under This Paragraph 6.
----------------------------------------------------------
<TABLE>
<CAPTION>
Date Closing Price
---- -------------
<S> <C>
June 24 1.75
June 25 1.875
June 28 2.00
June 29 1.875
June 30 1.75
Average 1.850
Base 0.725
----------
Appreciation 1.125
25% of Appreciation 0.28125
Multiplier 5,400,000
----------
Optional Return before
Paid Interest Offset $1,518,750
==========
</TABLE>
In lieu of the payment of interest and also in lieu of the payment of
25% of any appreciated share value of Incomnet common stock, as provided in
this Section, Note Holder may elect to take a distribution in kind whereby
amounts payable as 25% of appreciated share value of Incomnet common stock,
less interest payments made hereunder, are payable by transfer of Incomnet
common stock equal in value to such amount. For purposes of determining value of
<PAGE> 3
Incomnet common stock for the distribution in kind option provided for by this
provision, the value of Incomnet common stock shall be equal in amount to the
average daily closing price for Incomnet common stock for the trailing five
business days including June 30, 1999.
7. WAIVER OF PRESENTMENT FOR PAYMENT, DEMAND, PROTEST, NOTICE OF NON-PAYMENT
OR DISHONOR AND OF PROTEST. Borrower and any endorsers, sureties, and
guarantors, whether bound by this or by separate instrument or agreement, waive
presentment for payment, demand, protest, notice of non-payment, or dishonor
and of protest, and any and all other notices and demands whatsoever, and
consent that as any time, or from time to time, payment of any sum payable
under this Promissory Note may be extended without notice, whether for a
definite or indefinite time.
8. TIME OF THE ESSENCE. Time is of the essence with respect to the
performance by Borrower of his obligations hereunder.
9. EVENTS OF DEFAULT. The following shall each constitute an Event of Default
under the terms of this Promissory Note:
(a) Failure to make any payment due within five (5) days of its due date,
as specified in Exhibit A;
(b) The death of the Borrower; or
(c) The entry of a judgment by any court of competent jurisdiction
against the Borrower hereunder compelling said party to pay monetary
damages.
10. DEFAULT AND ACCELERATION. If an Event of Default occurs hereunder then, at
the option of the Note Holder, and upon written notice to Borrower in the
manner specified in Section 14, this Promissory Note, together with accrued
interest calculated under Section 3 or Section 6 whichever Note Holder elects,
shall become immediately due and payable. Thereafter, all amounts due and owing
shall bear interest at the rate of twenty-five percent (25%) per annum
compounded quarterly ("Default Rate") until paid in full and discharged.
11. ATTORNEY'S FEES. In the event of default and acceleration hereunder, the
Note Holder shall be entitled to collect, and the Borrower agrees to pay, all
reasonable costs and expenses of collection and/or suit, including, but not
limited to reasonable attorney's fees.
12. GOVERNING LAW. This Promissory Note shall be construed under and in
accordance with the laws of the State of Colorado.
<PAGE> 4
13. EXCLUSIVE JURISDICTION. Borrower stipulates and agrees that the District
Court in and for the County of Jefferson, State of Colorado, shall have
exclusive jurisdiction for purposes of enforcing this Promissory Note.
14. NOTICES. Any notices permitted or required to be given hereunder shall
be in writing and shall be delivered by U.S. Mail, Certified Mail Return
Receipt Requested, personal delivery, or delivery by facsimile. Delivery shall
be deemed to have occurred upon the recipient's receipt of such notice. Unless
changed by written notice, the address of the Borrower and the Note Holder
shall be as follows:
Address of Borrower:
John P. Casey
10220 River Road
Suite 115
Potomac, MD 20854
Facsimile No.: (301) 983-9012
Address of Note Holder:
Trans Pacific Stores, Ltd.
555 Zang Street
Suite 500
Lakewood, CO 80228
Facsimile No.: (303) 985-5875
15. SEVERABILITY. If any provision of this Promissory Note shall be
judicially determined to be invalid or unenforceable, the validity, legality
and enforceability of the remaining provisions of this Promissory Note shall
not be impaired thereby.
16. COLLATERAL. For purposes of securing the repayment of the obligation
created hereunder, Borrower agrees to grant to Note Holder a security interest
in the following property, all of which is owned by the Borrower free and clear
of any liens or charges whatsoever:
(a) All of Borrower's interest in Diamond Jay, LLC, a Colorado
limited liability company; consisting of an 11.1 percent interest
as a member thereof;
(b) All of Borrower's interest in 44,000 shares of common stock of
Covol Technologies, Inc., a Delaware Corporation;
(c) All of Borrower's interest in 300 shares of common stock of
Meridian Investments, Inc., a Massachusetts Corporation;
(d) All of Borrower's interest in 300 shares of common stock of
Meridian Properties, Inc., a Massachusetts Corporation;
<PAGE> 5
(e) All of Borrower's interest in 200 shares of common stock of Meridian
Energy, Inc., a Massachusetts Corporation;
(f) All of Borrower's interest in Meridian Realty Investments, LLC, a
Massachusetts limited liability company, consisting of a 15 percent
interest as a member thereof;
(g) All of Borrower's interest in Coal Investor, LLC, a Delaware limited
liability company;
(h) All of the proceeds from the sale of Borrower's interest in common
stock of Incomnet, Inc.; and
(i) All of Borrower's interest in the common stock of 1-800 Database, Inc.
It is expressly understood and agreed that the security interest to be granted
by Borrower shall extend not only to the present interest of Borrower in the
above-described collateral, but also to any other interest acquired by Borrower
in any of the entities above-described except Incomnet, Inc. Borrower agrees to
execute such documents as may be reasonably necessary to perfect a security
interest in the collateral above-described and to maintain Note Holder's
secured position therein from time to time. With respect to certificated
securities, Borrower agrees to tender possession of same to Note Holder with
property executed Irrevocable Stock Powers.
IN WITNESS WHEREOF, Borrower has caused this Promissory Note to be
executed on the date specified above.
/s/ JOHN P. CASEY
----------------------------
John P. Casey
<PAGE> 6
EXHIBIT A
DEBT REPAYMENT SCHEDULE
FOR NOTE DATED DECEMBER 31, 1998
First and Final Payment:
$3,837,224 principal payment, together with accrued interest on the
outstanding principal balance from January 28, 1999, through and including June
30, 1999.
