UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTELCOM GROUP INC.
-----------------------------------------------
(Name of issuer)
Common Shares
-----------------------------------------------
(Title of class of securities)
45814F 10 7
-----------------------------------------------
(CUSIP Number)
Michael S. Zuckert
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Tel. No.: (212) 761-4000
-----------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
July 9, 1996
-----------------------------------------------
(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
statement because of Rule 13d-1(b)(3) or (4), check the following |_|.
Check the following box if a fee is being paid with the statement |_|.
(Continued on following pages)
Exhibit Index on Page 19
(Page 1 of 19 Pages)
<PAGE>
SCHEDULE 13D
============================== ==========================
CUSIP No. 45814F 10 7 Page 2 of 19 Pages
============================== ==========================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Morgan Stanley Group Inc.
13-2838811
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 319,706
SHARES
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 1,301,945
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 319,706
PERSON ------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 1,301,945
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,651
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.58%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON HC, CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
============================== ==========================
CUSIP No. 45814F 10 7 Page 3 of 19 Pages
============================== ==========================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Princes Gate Investors, L.P.
13-3667306
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 963,431
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON -------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 963,431
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
963,431
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.32%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
============================== ==========================
CUSIP No. 45814F 10 7 Page 4 of 19 Pages
============================== ==========================
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
PG Investors, Inc.
13-3642657
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 338,514
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 963,431
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 338,514
PERSON -------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 963,431
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,301,945
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.48%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IA, CO
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Shares, without par value
(the "Common Shares"), of IntelCom Group Inc. (the "Issuer"). The Filing Persons
(as defined herein) hold Series A Warrants and Series B Warrants issued by the
Issuer (collectively, the "Warrants"), which are currently exercisable for
Common Shares. The Issuer is a Canadian federal corporation and has its
principal executive offices located at Unit 11, 1155 Service Road West,
Oakville, Ontario, Canada L6M 3E3.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are (i) Morgan
Stanley Group Inc., a Delaware corporation ("Morgan Stanley Group"), (ii)
Princes Gate Investors, L.P., a Delaware limited partnership ("Princes Gate")
and (iii) PG Investors, Inc., a Delaware corporation that is the general partner
of Princes Gate and is a subsidiary of Morgan Stanley Group ("PGI";
collectively, the "Filing Persons").
(b) The address of the principal business and principal office of
Morgan Stanley Group is 1585 Broadway, New York, New York 10036. The address of
the principal business and principal office of each of Princes Gate and PGI is
c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036.
(c) Set forth in Schedule A is the name, citizenship, business or
residence address and present principal occupation or employment, as well as the
name and address of any corporation or other organization in which such
occupation or employment is conducted, of each of the directors and executive
officers of Morgan Stanley Group, as of the date hereof.
Set forth in Schedule B is the name, citizenship, business or
residence address and present principal occupation or employment, as well as the
name and address of any corporation or other organization in which such
occupation or employment is conducted, of each of the directors and executive
officers of PGI, as of the date hereof.
The principal business of Morgan Stanley Group (which is
conducted through its subsidiaries) is as follows: securities underwriting,
distribution and trading; merger, acquisition, restructuring, real estate,
project finance and other corporate finance advisory activities; merchant
banking and other principal investment activities; brokerage and research
services; asset management; the trading of foreign exchange and commodities as
well as derivatives on a broad range of asset categories; and global custody,
securities clearance services and securities lending.
PGI is a wholly-owned subsidiary of Morgan Stanley Group and
its principal business is to serve (i) as the general partner of Princes Gate,
an investment partnership organized and managed by Morgan Stanley Group and the
principal business of which is the
(Page 5 of 19 Pages)
<PAGE>
investment of capital provided by its limited partners, (ii) as the general
partner of a separate co-investment partnership (the "Co-investment
partnership") and (iii) as the investment manager for certain other investors
(the "Investors") that are offered the opportunity to participate in investments
made by Princes Gate. The control person of Princes Gate is PGI, its general
partner, which holds a 1% interest in Princes Gate.
Pursuant to the partnership agreements of Princes Gate and the
Co-investment Partnership, management and control of the partnerships and their
investments are vested exclusively in PGI as general partner, and PGI has the
authority to dispose of the Warrants held by Princes Gate and the Co-investment
Partnership and to vote the Common Shares obtainable upon the exercise of the
Warrants. Pursuant to investment management agreements with the Investors on
whose behalf PGI has also acquired Warrants, the Warrants and the Common Shares
obtainable upon exercise of the Warrants may be disposed of only by PGI or with
the consent of PGI, which consent may be withheld or granted in PGI's
discretion, and each Investor has given PGI an irrevocable proxy giving PGI the
exclusive authority to vote such Common Shares. As a result of these
arrangements, PGI may be deemed to be the beneficial owner of all Warrants
acquired on behalf of Princes Gate, the Co-investment Partnership and the
Investors and of the Common Shares obtainable upon exercise of the Warrants.
(d)-(e) During the last five years, none of the Filing Persons, or, to
the knowledge of Morgan Stanley Group or PGI, any person named in Schedule A or
Schedule B, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) See Schedule A and Schedule B.
Item 3. Source and Amount of Funds or Other Consideration.
In July 1995 the Issuer and of its certain subsidiaries
entered into a Note Purchase Agreement (the "Note Purchase Agreement") with
Morgan Stanley Group, Princes Gate, the Co-investment Partnership and the
Investors for up to $35.0 million of Senior Secured Notes due July 14, 1996 (the
"Notes") of IntelCom Group (U.S.A.), Inc. ("ICG"), a wholly owned subsidiary of
the Issuer, and, as a condition to the purchase of such Notes, issued 800,000
Series A Warrants to Morgan Stanley Group and an aggregate of 600,000 Series A
Warrants to Princes Gate, the Co-investment Partnership and the Investors, in
each case to purchase an equal number of Common Shares. On August 8, 1995, all
of the Notes issued ($6 million principal amount) were repaid and 280,000 Series
A Warrants issued to Morgan Stanley Group were cancelled pursuant to the Note
Purchase Agreement.
(Page 6 of 19 Pages)
<PAGE>
Pursuant to the Subscription and Exchange Agreement dated as
of July 14, 1995 (the "Subscription Agreement") among the Issuer, ICG, Princes
Gate, the Co-investment Partnership and the Investors, on August 8, 1995
IntelCom issued to Princes Gate, the Co-investment Partnership and the Investors
1,375,000 Series B Warrants to purchase an equal number of Common Shares and
775,000 Series A Warrants to purchase an equal number of Common Shares, and ICG
issued shares of its preferred stock to such persons.
The source of funds for the purchases made by PGI on behalf
of its clients was (i) the funds of the limited partners of Princes Gate and the
Co-investment Partnership and (ii) Investor funds that are managed by PGI
pursuant to the investment management agreements with each Investor. The source
of funds for the purchases made by Princes Gate was funds of its limited
partners.
In April 1996, ICG issued debt securities and preferred stock
and on April 30, 1996, a portion of the proceeds from such offering was used to
repurchase from Princes Gate, at a price of $11.25 per warrant, 458,333 Series A
Warrants and 458,333 Series B Warrants.
Since the filing of the Schedule 13D, the 10,600 Common
Shares beneficially owned by Morgan Stanley Group and held by Morgan Stanley &
Co. Incorporated have been sold from time to time in market transactions.
On June 13, 1996, in a cashless exercise, Princes Gate
surrendered 493,328 Series A Warrants and 493,328 Series B Warrants and received
672,794 Common Shares of the Issuer. On June 13, 1996, also in a cashless
exercise, PGI surrendered 173,335 Series A Warrants and 173,335 Series B
Warrants and received 236,396 Common Shares of the Issuer.
On June 17, 1996, in a cashless exercise, Morgan Stanley
Group exercised all of its 520,000 Series A Warrants and received 326,461 Common
Shares of the Issuer.
On July 9, 1996, Princes Gate, PGI and Morgan Stanley Group
each sold 79,361, 27,884 and 42,755 Common Shares, respectively.
Item 4. Purpose of Transaction.
Morgan Stanley Group acquired the Warrants for investment
purposes and not with the purpose of acquiring control of the Issuer. Princes
Gate and PGI have acquired the Warrants on behalf of the limited partners in the
partnerships and on behalf of the Investors for investment purposes in the
ordinary course of business as investment manager for these clients and not for
the purpose of acquiring control of the Issuer. Such shares constitute
(Page 7 of 19 Pages)
<PAGE>
"restricted securities" for the purposes of Rule 144 under the Securities Act of
1933 (the "Rule") and, accordingly, are subject to the resale restrictions of
the Rule.
The Filing Persons from time to time intend to review their
investment in the Issuer on the basis of various factors, including the Issuer's
business, financial condition, results of operations and prospects, general
economic and industry conditions, the securities markets in general and those
for the Issuer's securities in particular, as well as other developments and
other investment opportunities. Based upon such review, the Filing Persons will
take such actions in the future as the Filing Persons may deem appropriate in
light of the circumstances existing from time to time. A Filing Person may
acquire Common Shares or other securities of the Issuer either in the open
market or in privately negotiated transactions. Similarly, a Filing Person may
determine to dispose of some or all of the Issuer's securities currently owned
by it or otherwise acquired by it either in the open market (subject to
applicable legal restrictions, including the Rule) or in privately negotiated
transactions.
Except as set forth above, the Filing Persons have not
formulated any 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 involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or corporate
structure, (g) any change in the Issuer's charter or bylaws or other instrument
corresponding thereto or other action which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of the Issuer's
securities to be deregistered or delisted, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration or (j) any action
to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Morgan Stanley Group beneficially owns 1,621,651 Common Shares as a
result of its direct ownership of 319,706 Common Shares and PGI's beneficial
ownership of 1,301,945 Common Shares (counting shares subject to such Warrants
as outstanding). Based upon information supplied by the Issuer, as of July 15,
1996 there were 28,553,972 Common Shares outstanding (29,053,972, including the
Common Shares issuable upon exercise of the Warrants, on July 15, 1996 Morgan
Stanley Group, for the purpose of Rule 13d-3 ("Rule 13d-3") promulgated under
the Securities Exchange Act of 1934, as amended, beneficially owned
approximately 5.58% of the outstanding Common Shares (counting shares subject to
- --------
* An affiliate of Morgan Stanley Group has certain rights with respect to
underwriting any securities issued by the Issuer.
(Page 8 of 19 Pages)
<PAGE>
such Warrants as outstanding). To the knowledge of Morgan Stanley Group, no
Common Shares are beneficially owned by any of the persons named in Schedule A.
Princes Gate, for the purpose of Rule 13d-3, beneficially
owns 963,431 Common Shares (counting shares subject to such Warrants as
outstanding). Based upon information supplied by the Issuer, as of July 15, 1996
such shares would constitute approximately 3.32% of the outstanding Common
Shares (counting shares subject to such Warrants as outstanding). PGI and Morgan
Stanley Group may also be deemed to beneficially own such shares.
PGI, for the purpose of Rule 13d-3, beneficially owns
1,301,945 Common Shares as a result of beneficial ownership of 963,431 Common
Shares (counting shares subject to such Warrants as outstanding) held by Princes
Gate, the Co-investment Partnership and the Investors. Based upon information
supplied by the Issuer, as of July 15, 1996 such shares would constitute
approximately 4.48% of the outstanding Common Shares (counting shares subject to
such Warrants as outstanding). To the knowledge of PGI, no Common Shares are
beneficially owned by any of the persons named in Schedule B.
(b) Morgan Stanley Group has the sole power to vote and to dispose of
319,706 Common Shares and has shared power to vote and to dispose of 1,301,945
Common Shares (counting shares subject to such Warrants as outstanding) which
are beneficially owned by PGI as a result of its ownership of PGI.
Princes Gate, acting through its general partner PGI, has the
shared power to vote and to dispose of 963,431 Common Shares (counting shares
subject to such Warrants as outstanding).
PGI has the sole power to vote and dispose of 338,514 Common
Shares (counting shares subject to such Warrants as outstanding) which are held
on behalf of the Investors and shared voting and dispositive power with respect
to 963,431 Common Shares (counting shares subject to such Warrants as
outstanding) which are held by Princes Gate and the Co-investment Partnership.
(c) Except as described in this Amendment No. 2 to the Schedule 13D,
none of the Filing Persons, or, to the knowledge of Morgan Stanley Group or PGI,
any person named in Schedule A or Schedule B, has effected any transaction in
the Common Shares during the past 60 days.
(d) To the knowledge of the Filing Persons, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Common Shares beneficially owned by the Filing
Persons.
(e) Not applicable.
(Page 9 of 19 Pages)
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As described in the agreements attached hereto as exhibits,
Morgan Stanley Group and Princes Gate may require the Issuer to register under
the Securities Act of 1933 the Common Shares that may be issued upon exercise of
the Warrants. Other than such arrangements, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1.** Joint Filing Agreement
2.** Warrant Agreement, dated as of July 14, 1995,
among IntelCom Group Inc., Morgan Stanley
Group Inc., Princes Gate Investors, L.P. and
certain other parties and IntelCom Group
(U.S.A.), Inc., as warrant agent
- --------
** Each of these exhibits is hereby incorporated by reference to the
Schedule 13D of the Filing Persons, dated August 8, 1995.
(Page 10 of 19 Pages)
<PAGE>
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.
Dated: July 24, 1996 MORGAN STANLEY GROUP INC.
By
-----------------------------------------------
Name: Philip N. Duff
Title: Chief Financial Officer and Treasurer
(Page 11 of 19 Pages)
<PAGE>
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.
Dated: July 24, 1996 PRINCES GATE INVESTORS, L.P.
By PG Investors, Inc., as general partner
By
-----------------------------------------------
Name: Hartley R. Rogers
Title: President
(Page 12 of 19 Pages)
<PAGE>
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.
Dated: July 24, 1996 PG INVESTORS, INC.
By
-----------------------------------------------
Name: Hartley R. Rogers
Title: President
(Page 13 of 19 Pages)
<PAGE>
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS
OF MORGAN STANLEY GROUP INC.
The name, business address and title with Morgan Stanley Group
Inc., and present principal occupation or employment and the name, principal
business and address of employer, of each of the directors and executive
officers of Morgan Stanley Group Inc. are set forth below. If no business
address is given, the director's or officer's business address is 1585 Broadway,
New York, N.Y. 10036. The address of Morgan Stanley Group Inc. is 1585 Broadway,
New York, N.Y. 10036. Each person listed below is a citizen of the United States
of America, except Mr. Walker, who is a citizen of Great Britain.
Present Principal Occupation
Name, Title and Including Name, Principal
Business Address Business and Address of Employer
Richard B. Fisher Chairman of the Board of Directors,
(Chairman of the Board of Managing Director and Director,
Directors, Managing Director Morgan Stanley Group Inc.
and Director) and Morgan Stanley & Co. Incorporated
John J. Mack President, Managing Director and
(President, Managing Director Director, Morgan Stanley Group Inc.
and Director) and Morgan Stanley & Co. Incorporated
Philip N. Duff Chief Financial Officer and Managing
(Chief Financial Officer and Director, Morgan Stanley Group Inc.
Managing Director) and Chief Financial Officer and
Managing Director, Morgan Stanley &
Co. Incorporated
Jonathan M. Clark Secretary and General Counsel, Morgan
(Secretary and General Counsel) Stanley Group Inc. and Secretary,
General Counsel, Managing Director
and Director, Morgan Stanley & Co.
Incorporated
Eileen K. Murray Treasurer , Morgan Stanley Group Inc.
(Treaturer) and Treasurer and Managing Director,
Morgan Stanley & Co. Incorporated
(Page 14 of 19 Pages)
<PAGE>
Present Principal Occupation
Name, Title and Including Name, Principal
Business Address Business and Address of Employer
Barton M. Biggs Managing Director and Director, Morgan
(Managing Director and Director) Stanley Group Inc. and Morgan Stanley
& Co. Incorporated
Robert P. Bauman Director, Morgan Stanley Group Inc.
(Director)
Daniel B. Burke Retired
(Director)
Capital Cities/ABC, Inc.
77 W. 66th Street, Tenth Floor,
New York, NY 10023-6298
S. Parker Gilbert Retired
(Director)
Peter F. Karches Managing Director and Director, Morgan
(Managing Director and Director) Stanley Group Inc. and Morgan Stanley
& Co. Incorporated
Allen E. Murray Retired
(Director)
3225 Gallows Road
Fairfax, VA 22037
Sir David Alan Walker Managing Director and Director, Morgan
(Managing Director and Director) Stanley Group Inc. and Morgan Stanley
& Co. Incorporated
Paul J. Rizzo Retired
(Director)
Charlene R. Herzer Assistant Secretary, Morgan Stanley Group
(Assistant Secretary) Inc. and Assistant Secretary and Vice
President, Morgan Stanley & Co.
Incorporated
(Page 15 of 19 Pages)
<PAGE>
Present Principal Occupation
Name, Title and Including Name, Principal
Business Address Business and Address of Employer
Patricia A. Kurtz Assistant Secretary, Morgan Stanley Group
(Assistant Secretary) Inc. and Assistant Secretary and
Principal, Morgan Stanley & Co.
Incorporated
Ralph L. Pellecchio Assistant Secretary, Morgan Stanley Group
(Assistant Secretary) Inc. and Assistant Secretary and
Managing Director, Morgan Stanley &
Co. Incorporated.
(Page 16 of 19 Pages)
<PAGE>
Schedule B
DIRECTORS AND EXECUTIVE OFFICERS
OF PG INVESTORS, INC.
The name, business address and title with PG Investors, Inc.,
and present principal occupation or employment and the name, principal business
and address of employer, of each of the directors and executive officers of PG
Investors, Inc. are set forth below. If no business address is given, the
director's or officer's business address is 1585 Broadway, New York, N.Y. 10036.
The address of PG Investors, Inc. is c/o Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, N.Y. 10036. Each person listed below is a citizen of the
United States of America.
Present Principal Occupation
Name, Title and Including Name, Principal
Business Address Business and Address of Employer
Directors
Hartley R. Rogers President, PG Investors, Inc.; Managing
Director, Morgan Stanley & Co.
Incorporated
Tarek Abdel Meguid Managing Director, Morgan Stanley &
Co. Incorporated
Bruce Fiedorek Managing Director, Morgan Stanley &
Co. Incorporated
Joseph G. Fogg Managing Director, Morgan Stanley &
Co. Incorporated
Executive Officers
(Who Are Not Directors)
Debra M. Aaron Vice President, PG Investors, Inc.;
Principal, Morgan Stanley & Co.
Incorporated
Bruce R. Sandberg Vice President, PG Investors, Inc.;
Principal, Morgan Stanley & Co.
Incorporated
James M. Wilmott Vice President, PG Investors, Inc.;
Vice President, Morgan Stanley & Co.
Incorporated
(Page 17 of 19 Pages)
<PAGE>
Present Principal Occupation
Name, Title and Including Name, Principal
Business Address Business and Address of Employer
Patricia A. Kurtz Secretary, PG Investors, Inc.; Principal,
Morgan Stanley & Co. Incorporated
Charlene R. Herzer Assistant Secretary, PG Investors, Inc.;
Vice President, Morgan Stanley & Co.
Incorporated
Laura A. Chenoweth Assistant Secretary, PG Investors, Inc.;
Attorney, Morgan Stanley & Co.
Incorporated
David R. Powers Vice President, PG Investors, Inc.
Frank V. Saracino Vice President and Treasurer, PG
Investors, Inc.
(Page 18 of 19 Pages)
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
1.*** Joint Filing Agreement
2.*** Warrant Agreement, dated as of July 14, 1995,
among IntelCom Group Inc., Morgan Stanley
Group Inc., Princes Gate Investors, L.P. and
certain other parties and IntelCom Group (U.S.A.),
Inc., as warrant agent
- --------
*** Each of the exhibits is hereby incorporated by reference to the
Schedule 13D of the Filing Persons, dated August 8, 1995.
(Page 19 of 19 Pages)
