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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 to 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 3 Pages
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CUSIP No. 45815C103 13D
This is Amendment No. 1 to Final Amendment to Schedule 13D, filed on
February 25, 1997.
Items 1-6. No change.
Item 7. Item 7 is hereby amended to insert another exhibit as follows:
"B. Power of Attorney."
In addition, the signature block on the signature page is hereby amended
by deleting the words "Managing Director" and inserting in place thereof the
words "Attorney-in-Fact."
Page 2 of 3 Pages
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CUSIP No. 45815C103 13D
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 26, 1997
NOMURA HOLDING AMERICA INC.
By:s/ Howard Gellis
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Name: Howard Gellis
Title: Attorney-in-Fact
Page 3 of 3 Pages
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CUSIP No. 45815C103 13D EXHIBIT B
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Nomura Holding America Inc. does
hereby make, constitute and appoint Howard Gellis of Nomura Securities
International, Inc., 2 World Financial Center, Building B, New York, New York
10281, its true and lawful attorney with full power of substitution to execute
and deliver in its name and on its behalf such agreements, instruments and other
papers or documents as he may determine to be necessary or appropriate in
connection with the $24,000,000 bridge financing of Intellicall, Inc.,
consisting of up to $16,000,000 of Senior Secured Notes, Series A, and
$8,000,000 of Senior Secured Notes, Series B, and Warrants to purchase shares of
Common Stock of Intellicall, Inc. (such determination to be conclusively
evidenced by such execution and delivery), granting unto said attorney-in-fact
full power and authority to act in the premises as fully and to all intents and
purposes as Nomura Holding America Inc. might or could do if personally present
by one of its officers, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
this 4th day of August, 1994.
NOMURA HOLDING AMERICA INC.
By: /s/ John E. Toffolon, Jr.
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John E. Toffolon, Jr.
Co-Chief Financial Officer,
Chief Administrative Officer
and Executive Vice President