SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
XLCONNECT SOLUTIONS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
983946 10 4
(CUSIP Number)
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).
*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 1 of 8
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CUSIP NO. 983946 10 4 13G PAGE 2 OF 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTELLIGENT ELECTRONICS, INC.
23-2208404
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _XX_
(b) ____
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
13,347,500 **
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
13,347,500 **
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,347,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
80%
12. TYPE OF REPORTING PERSON*
CO
** Shares are held of record by an indirect wholly-owned subsidiary.
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CUSIP NO. 983946 10 4 13G PAGE 3 OF 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE FUTURE NOW, INC.
31-1252959
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _XX_
(b) ____
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
13,347,500 **
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
13,347,500 **
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,347,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
80%
12. TYPE OF REPORTING PERSON*
CO
** Shares are held of record by a wholly-owned subsidiary.
<PAGE>
CUSIP NO. 983946 10 4 13G PAGE 4 OF 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
XLSOURCE, INC.
71-0727955
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) _XX_
(b) ____
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
13,347,500
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
13,347,500
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,347,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
80%
12. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP NO. 983946 10 4 13G PAGE 5 OF 8
Item 1.
(a) Name of Issuer: XLCONNECT SOLUTIONS, INC.
(b) Address of Issuer's Principal Executive Offices:
411 Eagleview Blvd., Exton, PA 19341
Item 2.
(a) Name of Person Filing: Intelligent Electronics, Inc. ("IE") is
filing this statement on behalf of itself, The Future Now, Inc.
("TFN") and XLSource, Inc. ("XLS"). XLSource, Inc. is a wholly-owned
subsidiary of The Future Now, Inc., which is a wholly-owned
subsidiary of Intelligent Electronics, Inc.
(b) Address of Principal Business Office or, if none, Residence:
Each of IE, TFN and XLS's principal place of business is located at
411 Eagleview Blvd., Exton, PA 19341
(c) Citizenship: IE is a Pennsylvania corporation
TFN is an Ohio corporation
XLS is an Arkansas corporation
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 983946 10 4
Item 3. If this statement is filed pursuant to 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19) of the act
(d) Investment Company registered under section 8 of the Investment
Company Act
(e) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with Section 240.13d-(b)(ii)(G)
(Note: See Item 7)
(h) Group, in accordance with Section 240.13d(b)(1)(ii)(H)
N/A
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-
1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a
right to acquire.
<PAGE>
CUSIP NO. 983946 10 4 13G PAGE 6 OF 8
(a) Amount Beneficially Owned: 13,347,500
(b) Percent of Class 80%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 13,347,500
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of 13,347,500
(iv) shared power to dispose or to direct the disposition of -0-
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner or more
than five percent of the class of securities, check the following ____.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person
If any person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to
this item and , if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(d)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.
These shares are owned directly by XLSource, Inc., a wholly-owned
subsidiary of The Future Now, Inc., which is a wholly-owned
subsidiary of Intelligent Electronics, Inc.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed
this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of each member of the group.
See attached Exhibit "A"
<PAGE>
CUSIP NO. 983946 10 4 13G PAGE 7 OF 8
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
N/A
Item 10. Certification
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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.
INTELLIGENT ELECTRONICS, INC.
/s/ Eugene E. Marinelli, Jr.
--------------------------------------
Name: Eugene E. Marinelli, Jr.
Title: Chief Financial Officer
Date: February 12, 1998
THE FUTURE NOW, INC.
/s/ Eugene E. Marinelli, Jr.
--------------------------------------
Name: Eugene E. Marinelli, Jr.
Title: Vice President
Date: February 12, 1998
XLSOURCE, INC.
/s/ Eugene E. Marinelli, Jr.
--------------------------------------
Name: Eugene E. Marinelli, Jr.
Title: Vice President
Date: February 12, 1998
<PAGE>
CUSIP NO. 983946 10 4 13G PAGE 8 OF 8
EXHIBIT "A"
Pursuant to Rule 13d-1(f)(1), each of the undersigned agrees that the
Schedule 13G to which this Exhibit is attached is being filed on behalf of
each of them.
INTELLIGENT ELECTRONICS, INC.
/s/ Eugene E. Marinelli, Jr.
--------------------------------------
Name: Eugene E. Marinelli, Jr.
Title: Chief Financial Officer
Date: February 12, 1998
THE FUTURE NOW, INC.
/s/ Eugene E. Marinelli, Jr.
--------------------------------------
Name: Eugene E. Marinelli, Jr.
Title: Vice President
Date: February 12, 1998
XLSOURCE, INC.
/s/ Eugene E. Marinelli, Jr.
--------------------------------------
Name: Eugene E. Marinelli, Jr.
Title: Vice President
Date: February 12, 1998
