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OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
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)
July 13, 1999
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the commission. See Rule 13d-1(a) 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 the
disclosures provided in a prior coverage page.
The information required in the remainder of this coverage 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 SCHEDULE 13D Page 2 of 4 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
John P. Casey - SS# ###-##-####
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS
See below.
________________________________________________________________________________
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
NUMBER OF
14,495,474*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 102,000 (children's trust; 1/3 voting trustee)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
14,495,474*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
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
[x]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.65% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
* 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.
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This Statement is the seventeenth 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. 17 have the meanings given to them in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
As described in Amendment Nos. 10 and 13 to Mr. Casey's Statement, Mr.
Casey, Incomnet and the Former Directors entered into a Board Change Agreement
dated August 28, 1998 (the "Board Change") which was consummated on September
29, 1998.
The Board Change was initiated by Mr. Casey who beneficially owns 6,137,504
shares of Incomnet Common Stock or 30.8% of the outstanding Common Stock. All of
Mr. Casey's purchases of Incomnet Common Stock were in open market transactions.
Mr. Casey acquired 4,230,100 shares of Common Stock using personal funds, and as
disclosed on Amendment Nos. 5, 6, 7 and 16 of this Statement, Mr. Casey
purchased an aggregate of 1,907,404 shares of Incomnet Common Stock, along with
the option to purchase the Series A and Series B Preferred Stock using funds
under a credit facility 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 principal amount currently owed by Mr. Casey under the Trans
Pacific Note is $4,666,562.50. 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 had an interest rate of
18% compounded quarterly through June 30, 1999, the Note's original Maturity
Date. By agreement dated June 30, 1999, the Maturity Date on the Trans Pacific
Note was extended from June 30, 1999 to June 30, 2000 (the "Maturity Date").
From and after June 30, 1999, the Note has an interest rate of 25% compounded
quarterly and has no minimum periodic payments and no prepayment penalties. Mr.
Casey is obligated to repay the Trans Pacific Note in cash by not later than the
Maturity Date, unless the parties mutually agree upon an extension; however, the
Trans Pacific Note gives Trans Pacific the ability to elect, in lieu of the
compounded quarterly 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 market price appreciation in the per share Common Stock price of Incomnet
at the time of prepayment or, if not prepaid, at the Maturity Date in excess of
$0.725 per share multiplied by 5.4 million (the "Appreciation Right"). For
purposes of determining the per share value of Incomnet Common Stock in
calculating the Appreciation Right, the value of the stock shall be equal to the
average closing price of Incomnet's Common Stock on the last day of the quarter
during which the Trans Pacific Note is paid and the four trading days prior to
that date. If Trans Pacific elects to receive the Appreciation Right, all
interest payments by Mr. Casey prior to the Maturity Date shall be credited
against the number of Appreciation Right shares or amount of Appreciation Right
cash. Through June 30, 1999, Mr. Casey was credited for approximately $1.34
million.
Page 3 of 4 Pages
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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.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 Modification Agreement with respect to Promissory Note by John P.
Casey in favor of Trans Pacific Stores, Ltd. dated as of June 30,
1999.
Signature
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.
July 13, 1999 /s/ John P. Casey
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Date Signature
John P. Casey, Chairman of the Board
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Name/Title
Page 4 of 4 Pages
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Trans Pacific Stores, Ltd.
555 Zang St., Suite 300
Lakewood, Colorado 80228
Jack Casey July 13, 1999
Meridian
10220 River Road, Suite 115
Potomac, MD 20854
Dear Jack,
This letter sets forth the proposed terms of the extension of payment of
that certain Promissory Note dated January 28, 1999 from you to Trans Pacific
Stores, Ltd. in the original principal amount of $3,837,224 (the "Note").
Capital terms used in this letter have the meanings set forth in the Note.
1. Maturity Date - The Maturity Date on the Note is extended from June 30,
1999 to June 30, 2000.
2. Interest Payment Dates and Rate - From and after June 30, 1999 interest
on the outstanding principal balance on the Note shall be payable
quarterly in arrears at the rate of 25% per annum, compounded
quarterly. You will have the right to prepay this Note at any time
through the Maturity Date. If you pay the principal outstanding on this
Note as provided above, the Noteholder shall have the right to require
that in lieu of interest, the Noteholder shall receive the optional
return provided for in Section 6 of the Note calculated as of the last
day of the calendar quarter in which such payment of principal occurs.
For example, if the Note is prepaid on September 30, 1999, the interest
due will be the higher of (a) the accrued interest as calculated through June
30, 1999 plus the default interest from June 30, 1999 to September 30, 1999 or
(b) the optional return described in Section 6, using the Sept. 30, 1999 stock
price (trailing 5 days) as the benchmark for calculation purposes. If the note
has not been paid by September 30, 1999, December 31, 1999 would be the
benchmark date for calculation purposes, and so on.
If you are in agreement with this proposal, we will amend the agreement
to reflect this understanding. Please advise.
Very truly yours,
Agreed & Accepted by:
/s/ John P. Casey /s/ Donald V. Berlanti
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Donald V. Berlanti
Chairman
