SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
INTERNET COMMUNICATIONS CORPORATION
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
46057T408
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(CUSIP Number)
Cannon Y. Harvey Thomas A. Richardson, Esq.
The Anschutz Corporation Holme Roberts & Owen LLP
555 Seventeenth Street, Suite 2400 1700 Lincoln Street, Suite 4100
Denver, CO 80202 Denver, CO 80203
(303) 298-1000 (303) 861-7000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 30, 1998
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(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).
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CUSIP Number: 46057T408
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Interwest Group, Inc.
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2 Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
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6 Citizenship or Place of Organization
Colorado
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Number of 7 Sole Voting Power
Shares 0
Beneficially ------------------------------------
Owned by 8 Shared Voting Power
Each Reporting 5,195,790**
Person With ------------------------------------
9 Sole Dispositive Power
0
------------------------------------
10 Shared Dispositive Power
5,195,790**
------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,195,790**
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12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
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13 Percent of Class Represented by Amount in Row (11)
65.7%**
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14 Type of Reporting Person
CO
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** The reporting persons have a right to acquire 2,222,222 and 63,158
shares, as described in Item 5 herein. 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
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CUSIP Number: 46057T408
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Anschutz Company
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2 Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
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6 Citizenship or Place of Organization
Delaware
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Number of 7 Sole Voting Power
Shares 0
Beneficially ------------------------------------
Owned by 8 Shared Voting Power
Each Reporting 5,195,790**
Person With ------------------------------------
9 Sole Dispositive Power
0
------------------------------------
10 Shared Dispositive Power
5,195,790**
------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,195,790**
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12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
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13 Percent of Class Represented by Amount in Row (11)
65.7%**
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14 Type of Reporting Person
CO
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** The reporting persons have a right to acquire 2,222,222 and 63,158
shares, as described in Item 5 herein. 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
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1 Names of Reporting Persons (entities only)
I.R.S. Identification Nos. of Above Person
Philip F. Anschutz
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2 Check the Appropriate Box if a Member of a Group
(a)/X/
(b)/ /
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) / /
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6 Citizenship or Place of Organization
United States of America
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Number of 7 Sole Voting Power
Shares 0
Beneficially ------------------------------------
Owned by 8 Shared Voting Power
Each Reporting 5,195,790**
Person With ------------------------------------
9 Sole Dispositive Power
0
------------------------------------
10 Shared Dispositive Power
5,195,790**
------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,195,790**
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
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13 Percent of Class Represented by Amount in Row (11)
65.7%**
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14 Type of Reporting Person
IN
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** The reporting persons have a right to acquire 2,222,222 and 63,158
shares, as described in Item 5 herein. 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. 4 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, and as further amended by Amendment No. 3 to the Schedule 13D filed on
June 10, 1998, (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 4 and 5 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 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this Item is amended to add
the following:
On December 30, 1998, Group purchased 50,000 shares of Convertible Preferred
Stock from the Company at a price of $100.00 per share. The shares of
Convertible Preferred Stock are convertible into 2,222,222 shares of Common
Stock at an exercise price of $2.25 per share of Common Stock.
The Convertible Loan described in Amendment No. 3 to this Schedule 13D was
extinguished by the consideration paid to Company for the Convertible Preferred
Stock.
On February 1, 1999, Group purchased 100,000 shares of Common Stock in a private
transaction at a price of $3.00 per share.
The purposes of the transactions were for Group to acquire additional securities
of the Company and for Company to gain additional working capital.
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<PAGE>
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 2,910,410
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 March 4, 1999, exclusive of shares that the reporting persons have a right to
acquire, such number of shares of Common Stock is equal to approximately 51.8%
of the number of shares of Common Stock then outstanding.
Including the 2,222,222 shares of Common Stock which Group has a right to
acquire pursuant to the shares of Convertible Preferred Stock referred to Item 4
above ("Conversion Shares") and including 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 5,195,790 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 March 4, 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 65.7% 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. 3 to the Schedule 13D are described in Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Group, TAC, 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.
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<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 March 9, 1999
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Thomas G. Kundert Date
Treasurer
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<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/ THOMAS A. RICHARDSON March 9, 1999
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Thomas A. Richardson*** Date
Attorney-in-fact
*** Philip F. Anschutz executed a power of attorney that authorizes Thomas A.
Richardson to sign this Amendment No. 4 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 was previously filed with the Securities and Exchange
Commission as an Exhibit to a Form 4 filed on November 9, 1998, and is hereby
incorporated by reference into this Amendment No. 4 to the Schedule 13D.
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<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/ THOMAS A. RICHARDSON March 9, 1999
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Thomas A. Richardson*** Date
Attorney-in-fact
*** Philip F. Anschutz executed a power of attorney that authorizes Thomas A.
Richardson to sign this Amendment No. 4 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 was previously filed with the Securities and Exchange
Commission as an Exhibit to a Form 4 filed on November 9, 1998, and is hereby
incorporated by reference into this Amendment No. 4 to the Schedule 13D.
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