UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
INTERNET COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
46057T408
(CUSIP Number)
Cannon Y. Harvey Robert M. Swysgood, Esq.
The Anschutz Corporation The Anschutz Corporation
555 Seventeenth Street, Suite 2400 555 17th Street, Suite 2400
Denver, CO 80202 Denver, CO 80202
(303) 298-1000 (303) 298-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 27, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 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
disclosures provided in a prior cover page.
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 (however, see the
Notes).
<PAGE>
CUSIP Number: 46057T408
- --------------------------------------------------------------------------------
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Interwest Group, Inc.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Colorado
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 0
Beneficially ------------------------------------
Owned by 8 Shared Voting Power
Each Reporting 6,019,559**
Person With ------------------------------------
9 Sole Dispositive Power
0
------------------------------------
10 Shared Dispositive Power
6,019,559**
------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,019,559**
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
68.8%**
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
** The reporting persons have a right to acquire 3,039,132 shares, as
described in Schedule 13D Amendment No. 2, and Schedule 13D Amendment
No. 4, and Schedule 13D Amendment No. 5. The stated number of shares
and aggregate amount beneficially owned by each reporting person
assumes the acquisition of these shares. Likewise, the total number of
shares outstanding, used to calculate the stated percentage of class
ownership, assumes these shares are outstanding.
2
<PAGE>
CUSIP Number: 46057T408
- --------------------------------------------------------------------------------
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Anschutz Company
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 0
Beneficially ------------------------------------
Owned by 8 Shared Voting Power
Each Reporting 6,019,559**
Person With ------------------------------------
9 Sole Dispositive Power
0
------------------------------------
10 Shared Dispositive Power
6,019,559**
------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,019,559**
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
68.8%**
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
** The reporting persons have a right to acquire 3,039,132 shares, as
described in Schedule 13D Amendment No. 2, and Schedule 13D Amendment
No. 4, and Schedule 13D Amendment No. 5. The stated number of shares
and aggregate amount beneficially owned by each reporting person
assumes the acquisition of these shares. Likewise, the total number of
shares outstanding, used to calculate the stated percentage of class
ownership, assumes these shares are outstanding.
3
<PAGE>
CUSIP Number: 46057T408
- --------------------------------------------------------------------------------
1 Names of Reporting Persons (entities only)
I.R.S. Identification Nos. of Above Person
Philip F. Anschutz
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a)/X/
(b)/ /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
OO
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 0
Beneficially ------------------------------------
Owned by 8 Shared Voting Power
Each Reporting 6,019,559**
Person With ------------------------------------
9 Sole Dispositive Power
0
------------------------------------
10 Shared Dispositive Power
6,019,559**
------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,019,559**
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
68.8%**
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
** The reporting persons have a right to acquire 3,039,132 shares, as
described in Schedule 13D Amendment No. 2, Schedule 13D Amendment No.
4, and Schedule 13D Amendment No. 5. The stated number of shares and
aggregate amount beneficially owned by each reporting person assumes
the acquisition of these shares. Likewise, the total number of shares
outstanding, used to calculate the stated percentage of class
ownership, assumes these shares are outstanding.
4
<PAGE>
This Amendment No. 6 to the Schedule 13D filed on September 27, 1996, by
Interwest Group, Inc. ("Group"), Anschutz Company ("AC") and Philip F. Anschutz
("Anschutz"), as amended by Amendment No. 1 to the Schedule 13D filed on January
9, 1997, as amended by Amendment No. 2 to the Schedule 13D filed on April 3,
1997, as amended by Amendment No. 3 to the Schedule 13D filed on June 10, 1998,
as amended by Amendment No. 4 to the Schedule 13D filed on March 10, 1999, and
as further amended by Amendment No. 5 to the Schedule 13D filed on September 13,
1999 (such Schedule 13D, as amended, the "Schedule 13D"), relates to shares of
Common Stock, no par value per share, of Internet Communications Corporation
(the "Company") ("Common Stock") and amends Items 3, 4, 5, and 7 of the Schedule
13D. Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the same meaning as set forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information previously furnished in response to this Item is amended to add
the following:
In accordance with the Securities Purchase Agreement entered into by Group and
the Company on December 30, 1998, and the Articles of Amendment to the Company's
Articles of Incorporation executed December 30, 1998, the Company issued 70,017
shares of its Common Stock to Group on September 27, 1999, as dividends on
Group's 50,000 shares of the Company's Series A Convertible Preferred Stock for
the two calendar quarters ending March 31, 1999 and June 30, 1999. The Company's
calculation of the 70,017 shares of Common Stock distributed was as follows:
DIVIDEND PERIOD:
April 1, 1999 through June 30, 1999
April 99 30 days
May 99 31 days
June 99 30 days
-------
91 days
=======
CALCULATED DIVIDEND:
91 days
--------
50,000 shares x $7.125 (dividend rate) x 365 days = 88,818/$2.8972 (Closing
Price per share) = 30,656 shares
DIVIDEND PERIOD:
December 31, 1998 through March 31, 1999
December 98 1 day
January 99 31 days
February 99 28 days
March 99 31 days
-------
91 days
=======
CALCULATED DIVIDEND:
91 days
--------
50,000 shares x $7.125 (dividend rate) x 365 days = 88,818/$2.2565 (Closing
Price per share) = 39,361 shares
Total 70,017 shares
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<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was for the Company to comply with its obligation
to issue dividends on the preferred stock for the subject quarters as identified
in Item 3 above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to this Item is amended to read
as follows:
As of the date hereof, Group may be deemed to be the direct beneficial owner and
AC and Anschutz may be deemed to be indirect beneficial owners of 2,980,427
shares of Common Stock, exclusive of shares that the reporting persons have a
right to acquire. Group, Anschutz, and AC have shared power to vote or direct
the vote and shared power to dispose or direct the disposition of such shares.
Based upon the number of shares of Common Stock that were issued and outstanding
on September 27, 1999, exclusive of shares that the reporting persons have a
right to acquire, such number of shares of Common Stock is equal to
approximately 52.2% of the number of shares of Common Stock then outstanding.
Including (i) the 653,752 shares of Common Stock that Group has a right to
acquire pursuant to the shares of Series B Convertible Preferred Stock referred
to in Amendment No. 5 to this Schedule 13D (together with all common stock
acquirable upon conversion of convertible stock, the "Conversion Shares") and
the 100,000 shares of Common Stock that Group has a right to acquire pursuant to
the Warrants referred to in Amendment No. 5 to this Schedule 13D (together with
all common stock acquirable upon exercise of warrants, the "Warrant Shares"),
(ii) the 2,222,222 Conversion Shares referred to in Amendment No. 4 to this
Schedule 13D, and (iii) the 63,158 Warrant Shares referred to in Amendment No. 2
to this Schedule 13D, as of the date hereof, Group may be deemed to be the
direct beneficial owner and AC and Anschutz may be deemed to be indirect
beneficial owners of 6,019,559 shares of Common Stock. Group, Anschutz, and AC
have shared power to vote or direct the vote and shared power to dispose or
direct the disposition of such shares. Based upon the number of shares of Common
Stock that were issued and outstanding on September 27, 1999, after giving
effect to the issuance of the Warrant Shares and Conversion Shares, such number
of shares of Common Stock is equal to approximately 68.8% of the number of
shares of Common Stock then outstanding.
All transactions in Common Stock effected by Group, Anschutz, and AC since the
filing of Amendment No. 5 to the Schedule 13D are described in Item 3 above.
6
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Statement of Filing Persons Pursuant to Rule 13d-1(K)(1)(iii)
B. Power of Attorney executed by Philip F. Anschutz on October 21, 1999,
appointing Robert M. Swysgood as attorney-in-fact to execute Forms 3,
4, and 5 and Schedules 13D and 13G and any Amendments thereto, on his
behalf individually and in his capacity as an officer and/or director
of the Anschutz Company and Anschutz Corporation.
Group, Anschutz, and AC incorporate by reference the Securities
Purchase Agreement entered into by Group and the Company on December
30, 1998, previously filed with the Securities and Exchange Commission
on January 27, 1999, as Appendix A to the Definitive Proxy Statement
filed that date by Company.
7
<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.
INTERWEST GROUP, INC.
By: /s/ THOMAS G. KUNDERT October 21, 1999
--------------------------- ------------------
Thomas G. Kundert Date
Treasurer
8
<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.
ANSCHUTZ COMPANY
By: Philip F. Anschutz
Chairman
By: /s/ ROBERT M. SWYSGOOD October 21, 1999
----------------------------------- ------------------
Robert M. Swysgood*** Date
Attorney-in-fact
*** Philip F. Anschutz executed a power of attorney that authorizes Robert M.
Swysgood to sign this Amendment No. 6 to the Schedule 13D on his behalf as
an individual and on his behalf as Chairman of Anschutz Company. A copy of
the power of attorney is filed as Exhibit A with this Amendment No. 6 to
the Schedule 13D.
9
<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.
PHILIP F. ANSCHUTZ
By: /s/ ROBERT M. SWYSGOOD October 21, 1999
----------------------------------- ------------------
Robert M. Swysgood*** Date
Attorney-in-fact
*** Philip F. Anschutz executed a power of attorney that authorizes Robert M.
Swysgood to sign this Amendment No. 6 to the Schedule 13D on his behalf as
an individual and on his behalf as Chairman of Anschutz Company. A copy of
the power of attorney is filed as Exhibit A with this Amendment 6 to the
Schedule 13D.
10
EXHIBIT A
Statement of Filing Persons pursuant to Rule 13d-1(k)(1)(iii)
Each of Interwest Group, Inc., Anschutz Company, and Philip F. Anschutz ("Filing
Persons") hereby agree that this Schedule 13D Amendment No. 6 is filed on behalf
of each of the Filing Persons.
INTERWEST GROUP, INC.
By: /s/ THOMAS G. KUNDERT October 21, 1999
--------------------------- ------------------
Thomas G. Kundert Date
Treasurer
ANSCHUTZ COMPANY
By: Philip F. Anschutz
Chairman
By: /s/ ROBERT M. SWYSGOOD October 21, 1999
----------------------------------- ------------------
Robert M. Swysgood*** Date
Attorney-in-fact
PHILIP F. ANSCHUTZ
By: /s/ ROBERT M. SWYSGOOD October 21, 1999
----------------------------------- ------------------
Robert M. Swysgood*** Date
Attorney-in-fact
*** Philip F. Anschutz executed a power of attorney that authorizes Robert M.
Swysgood to sign this Amendment No. 6 to the Schedule 13D on his behalf as
an individual and on his behalf as Chairman of Anschutz Company. A copy of
the power of attorney is filed as Exhibit A with this Amendment No. 6 to
the Schedule 13D.
11
EXHIBIT B
POWER OF ATTORNEY
I, Philip F. Anschutz, hereby appoint Robert M. Swysgood, my true and
lawful attorney-in-fact to:
(1) execute for me and on my behalf, in my capacity as an
individual and in my capacity as an officer and/or director of
Anschutz Company and The Anschutz Corporation (the
"Companies"), Forms 3, 4, and 5 and Schedules 13D and 13G and
any Amendments thereto, in accordance with Sections 13 and 16
of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) do and perform any and all acts for me and on my behalf which
may be necessary or desirable to complete and execute any such
Forms 3, 4, or 5 and Schedules 13D and 13G and any Amendments
thereto and timely file such Form, Schedule or Amendment with
the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of the
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by me, it being understood that the
documents executed by the attorney-in-fact on my behalf
pursuant to the Power of Attorney shall be in such form and
shall contain such terms and conditions as the
attorney-in-fact may approve in his discretion.
I hereby grant to the attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein granted
as fully to all intents and purposes as I might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact, or the attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. I hereby acknowledge that the
foregoing attorney-in-fact, in serving in such capacity at my request, is not
assuming, nor are the Companies assuming, any of my responsibilities to comply
with Section 13 or 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until I am
no longer required to file Forms 3, 4, and 5 and Schedules 13D and 13G and any
Amendments thereto, unless I earlier revoke this Power of Attorney in a signed
writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, I hereby cause this Power of Attorney to be
executed as of this 21st day of October, 1999.
/s/ PHILIP F. ANSCHUTZ
-------------------------------
Philip F. Anschutz
12
