<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Final Amendment )
Intellicall, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
45815C103
(CUSIP Number)
Nomura Holding America Inc.
2 World Financial Center, Building B
New York, New York 10281-1198
Attn: Howard Gellis
(212) 667-1893
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
February 24, 1997
(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 [ ].
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.
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
CUSIP No. 45815C103 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nomura Holding America Inc. 133518229
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 260,356
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 260,356
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 260,356
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED AMOUNT IN ROW (11) 2.9%
14 TYPE OF REPORTING PERSON HC, CO
<PAGE>
CUSIP No. 45815C103 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Nomura Securities Co., Ltd.
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Japan
NUMBER OF 7 SOLE VOTING POWER 260,356
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 260,356
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 260,356
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14 TYPE OF REPORTING PERSON CO
<PAGE>
CUSIP No. 45815C103 13D Page 4 of 7 Pages
This is a Final Amendment to Schedule 13D, filed in paper form on
August 8, 1994 and attached as Exhibit A hereto.
---------
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
Common Stock, par value $.01 per share (the "Common Stock") of Intellicall,
Inc., a Delaware corporation (the "Company"). The Company's principal executive
offices are located at 2155 Chenault, Suite 410, Carrollton, Texas 75006-5023.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), and (f).
This Schedule 13D/A (together with any exhibit filed herewith, this
"Schedule 13D/A" or this "statement") is being filed by Nomura Holding America
Inc., a Delaware Corporation ("NHA"), whose principal place of business and
principal office are located at 2 World Financial Center, Building B, New York,
New York 10281-1198. The principal business of NHA is: (i) to act as a holding
company for a wide array of companies directly involved in the financial
services industry or involved in the provision of services to companies in the
financial services industry, and (ii) to provide funding for the operations of
its subsidiaries by, among other things, issuing commercial paper and Eurobonds.
NHA is controlled by The Nomura Securities Co., Ltd., a corporation
organized and existing under the laws of Japan ("NSC"), whose principal place of
business and principal office are located at 1-9-1, Nihonbashi, Chuo-ku, Tokyo
103, Japan. The principal business of NSC is that of a fully-diversified,
global, financial services company.
(d) and (e).
Neither NHA nor NSC, nor any of the directors or executive officers of
NHA or NSC has, during the past five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
<PAGE>
CUSIP No. 45815C103 13D Page 5 of 7 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In connection with that certain Note Purchase Agreement, dated August
11, 1994, by and between NHA and the Company, NHA purchased from the Company
certain secured promissory notes, consisting of Variable Rate Senior Bridge
Notes Due 1996, Series A in an aggregate principal amount not to exceed
$16,000,000 at any one time outstanding, 12.5% Senior Bridge Notes Due 1996,
Series B in the aggregate principal amount of $8,000,000, and a Warrant
originally exercisable to purchase up to 550,000 shares of Common Stock (on or
about June 20, 1995, such number was adjusted to 551,954 pursuant to certain
anti-dilution provisions contained therein; such warrant to purchase 551,954
shares of Common Stock of the Company is referred to herein as the "Warrant").
On September 25, 1996, pursuant to the request of NHA, the Company's
Board of Directors voted to reduce the exercise price of the Warrant to $3.50
per share, which was the current market price of the Common Stock as of the date
of the Board's action.
NHA has exercised the Warrant pursuant to a "cashless exercise".
Pursuant to the terms of the Warrant, in lieu of tendering $1,931,839 in cash as
the exercise price for all of the 551,954 shares purchasable under the Warrant,
NHA has elected to receive 260,356 shares in full satisfaction of the Warrant
(calculated based on the Current Market Price (as defined in the Warrant) of the
shares of Common Stock on February 24, 1997, which was $6.625 per share).
ITEM 4. PURPOSE OF TRANSACTION
NHA has no present plans or proposals that relate to or that could
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, NHA is the beneficial owner of 260,356 shares
of Common Stock. Based on the Company's quarterly report on Form 10-Q for the
fiscal quarter ended September 30, 1996, as of November 7, 1996 there were an
aggregate of 8,611,443 shares of Common Stock outstanding. For purposes of this
statement, NHA is deemed to beneficially own 2.9% of the class of Common Stock
outstanding. NHA ceased to be the beneficial owner of more than five percent
(5%) of the shares of Common Stock outstanding on February 24, 1997. Each of
NHA, and NSC, as the parent of NHA, has sole power to vote or direct the vote
and to dispose of or direct the disposition of such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to Section 8 of the Warrant, NHA, as the holder of shares of
stock issued upon exercise of the Warrant (the "Warrant Stock"), has certain
registration rights with respect to the Warrant Stock.
<PAGE>
CUSIP No. 45815C103 13D Page 6 of 7 Pages
Except as described in this Schedule 13D/A, the Company does not have
any other contract, arrangement or understanding with respect to the Common
Stock of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Exhibit
-------------- -------
A. Schedule 13D, originally filed in paper form on August
18, 1994.
<PAGE>
CUSIP No. 45815C103 13D Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 25, 1997
NOMURA HOLDING AMERICA INC.
By:s/ Howard Gellis
-------------------------
Name: Howard Gellis
Title: Managing Director
<PAGE>
EXHIBIT A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Intellicall, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
45815C103
(CUSIP Number)
Nomura Holding America Inc.
2 World Financial Center, Building B
New York, New York 10281-1198
Attn: Howard Gellis
(212) 667-1893
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 11, 1994
(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 [X].
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.
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
CUSIP NO. 45815C103 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nomura Holding America Inc. 133518229
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 550,000
SHARES
BENEFICIALLY 8 SHARES VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 550,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 550,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
14 TYPE OF REPORTING PERSON HC
<PAGE>
CUSIP NO. 45815C103 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Nomura Securities Co., Ltd.
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Japan
NUMBER OF 7 SOLE VOTING POWER 550,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 550,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 550,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
14 TYPE OF REPORTING PERSON CO
<PAGE>
CUSIP NO. 45815C103 13D Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D ("Schedule 13D") relates to a right to
acquire up to 550,000 shares (the "Shares") of the Common Stock, par value $.01
per share (the "Common Stock") of Intellicall, Inc., a Delaware corporation (the
"Company") pursuant to a Warrant dated August 11, 1994 (the "Warrant"), by and
between the Company and Nomura Holding America Inc., a Delaware corporation
("NHA"). The Warrant is presently exercisable at the discretion of NHA and
provides for the purchase of the Shares at an exercise price of $4.50 per share.
The Warrant has not been exercised in whole or in part as of the date hereof and
expires on August 11, 1999. The Company's principal executive offices are
located at 2155 Chenault, Suite 410, Carrollton, Texas 75006.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), and (f).
This Schedule 13D is filed by NHA, whose principal place of business
and principal office are located at 2 World Financial Center, Building B, New
York, New York 10281-1198. The principal business of NHA is: (i) to act as a
holding company for a wide array of companies directly involved in the financial
services industry or involved in the provision of services to companies in the
financial services industry, and (ii) to provide funding for the operations of
its subsidiaries by, among other things, issuing commercial paper and Eurobonds.
NHA is controlled by The Nomura Securities Co., Ltd., a corporation
organized and existing under the laws of Japan ("NSC"), whose principal place of
business and principal office are located at 1-9-1, Nihonbashi, Chuo-ku, Tokyo,
103, Japan. The principal business of NSC is that of a fully-diversified,
global, financial services company.
The name, citizenship, residence or business address and principal
occupation or employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted) of each
director and executive officer of NHA and NSC are set forth on Appendix A
attached hereto.
(d) and (e).
To the best of NHA's knowledge, neither NHA or NSC, nor any of the
directors or executive officers of NHA or NSC has, during the past five years:
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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.
<PAGE>
CUSIP NO. 45815C103 13D Page 5 of 7 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the Warrant was $137,500, and the
source of the purchase price funds was the general funds available to NHA.
ITEM 4. PURPOSE OF TRANSACTION
In connection with that certain Note Purchase Agreement, dated August
11, 1994, by and between NHA and the Company, NHA purchased from the Company
certain secured promissory notes, consisting of Variable Rate Senior Bridge
Notes Due 1996, Series A in an aggregate principal amount not to exceed
$16,000,000 at any one time outstanding, 12.5% Senior Bridge Notes Due 1996,
Series B in the aggregate principal amount of $8,000,000, and the Warrant. In
addition, NHA also has a contingent right in the event of certain circumstances
to receive two additional warrants (one on January 2, 1996 and one on July 1,
1996) to purchase an indeterminable amount of additional shares of Common Stock.
Such such warrants have not presently been issued and may never be issued.
Except as set forth in this Item 4, NHA has no present plans or
proposals that relate to or that could result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Company has an aggregate of 7,568,520 shares of Common Stock
outstanding. For purposes of this Schedule 13D, NHA is deemed to beneficially
own 6.8% of the class of Common Stock outstanding, and will have sole power to
vote and dispose of such shares issuable pursuant to the Warrant. Also, see
Item 4 for description of possible acquisition of additional warrants.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described herein, the Company does not have any other
contract, arrangement or understanding with respect to the Common Stock of the
Company.
<PAGE>
CUSIP NO. 45815C103 13D Page 6 of 7 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Exhibit
-------------- -------
A. Note Purchase Agreement, dated August 11, 1994, by and
between Intellicall, Inc. and Nomura Holding America Inc.
Incorporated by reference to Exhibit 10.38 to the Quarterly
Report on Form 10-Q of Intellicall, Inc. for the Quarter
ended June 30, 1994, filed on August 15, 1994.
B. Warrant, dated August 11, 1994, by and between Intellicall,
Inc. and Nomura Holding America Inc. Incorporated by
reference to Exhibit 10.43 to the Quarterly Report on Form
10-Q of Intellicall, Inc. for the Quarter ended June 30,
1994, filed on August 15, 1994.
<PAGE>
CUSIP NO. 45815C103 13D Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 18, 1994
NOMURA HOLDING AMERICA INC.
By:s/ Peter J. Chepucavage
--------------------------
Name: Peter J. Chepucavage
Title: General Counsel
