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Previous: VAN KAMPEN INVESTMENT GRADE MUNICIPAL TRUST, NSAR-B, EX-27, 2000-12-29 |
Next: OPPENHEIMER STRATEGIC INCOME FUND/, 24F-2NT, 2000-12-29 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2
I-Link Incorporated
(Name of Issuer)
Common Stock Par Value $.007 Per Share
(Title of Class of Securities)
Niklaus F. Zenger
Chief Executive Officer
Red Cube International AG
Bahnhofstrasse 10 CH-6300 Zug
Switzerland
+33 411 500 5000
Copy to:
George H. White
Sullivan & Cromwell
St. Olave's House
9a Ironmonger Lane
London EC2V 8EY, England
+44 207 710 6570
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 2000
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D/A, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
CUSIP NO. NOT APPLICABLE PAGE 2 OF 7 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RED CUBE INTERNATIONAL AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 51,834,103
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
51,834,103
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
51,834,103
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.8%
14. TYPE OF REPORTING PERSON
HC; CO
2
CUSIP NO. NOT APPLICABLE PAGE 3 OF 7 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KPR FINANZ-UND VERWALTUNGS AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 51,834,103
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
51,834,103
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
51,834,103
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.8%
14. TYPE OF REPORTING PERSON
HC; CO
3
CUSIP NO. NOT APPLICABLE PAGE 4 OF 7 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NIKLAUS F. ZENGER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 51,834,103
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
51,834,103
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
51,834,103
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.8%
14. TYPE OF REPORTING PERSON
HC; IN
4
Item 1. Security and Issuer.
This Schedule 13D/A-2 relates to the Common Stock par value $.007 per
share (the "I-Link Common Stock") of I-Link Incorporated, a Florida corporation
("I-Link"), and amends and supplements the Schedule 13D/A filed by the Reporting
Persons with the Securities and Exchange Commission on November 7, 2000, which
amended and restated in its entirety Schedule 13D initially filed on September
11, 2000. All capitalized terms used in this Schedule 13D/A-2 and not otherwise
defined herein have the meanings ascribed to such terms in such Schedule 13D/A.
Except as amended and supplemented herein, that statement remains in full force
and effect.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding the following at the end
thereof:
Item 4 as amended by this Schedule 13D/A-2 is incorporated by reference
herein.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following at the end
thereof:
Red Cube believes that Winter Harbor has breached the Securities
Purchase Agreement and the Voting Agreement in a number of material respects by
failing to obtain Red Cube's consent to several Significant Transactions into
which I-Link entered on or after August 30, 2000. Red Cube also believes that,
as a result of entering into these Significant Transactions, I-Link lacks the
funds to comply with its obligations under the Commercial and Framework
Agreement, dated May 8, 2000 between CyberOffice International AG (subsequently
renamed Red Cube International AG) and I-Link, pursuant to which Red Cube made
certain advance payments for services to be provided by I-Link. Red Cube
believes that, as a result of I-Link's financial difficulties, which were
brought on, in part, by I-Link's entry into the Significant Transactions, I-Link
is unable to provide to Red Cube services and operations that I-Link committed
to provide pursuant to the Commercial and Framework Agreement.
Red Cube has submitted a request for mediation to the American
Arbitration Association under the relevant dispute resolution provisions of the
Securities Purchase Agreement to seek relief for Winter Harbor's failure to
obtain Red Cube's consent to the Significant Transactions
5
referenced in the preceding paragraph. Red Cube has further notified Winter
Harbor that, in light of the pending proceedings, Red Cube does not intend to
consummate the transactions contemplated by the Securities Purchase Agreement at
this time.
On December 23, 2000, Red Cube submitted a proposal to the I-Link board
of directors setting forth the preliminary elements of a restructuring plan
that, in Red Cube's view, I-Link must implement if it is to become a
self-sustaining and ultimately profitable venture. As part of that proposal, Red
Cube requested that I-Link adopt certain resolutions to authorize immediate
cost-cutting measures and prompt consideration of potential alternatives for the
repositioning of I-Link's business. Those alternatives include, among others, a
study of the feasibility and desirability of a spin-off of I-Link's network,
customer care and value-added services operations in such a manner as to
maximize the value of such operations to I-Link, its shareholders and creditors.
Further, Red Cube stated that, subject to adoption of these resolutions and
certain other conditions, including certain changes to the composition of the
I-Link board of directors and the appointment of a restructuring manager
acceptable to Red Cube, Red Cube was prepared to provide I-Link with interim
financing of up to $5,000,000 in the form of a line of credit, which the
restructuring manager would have had the authority to draw down. The line of
credit was to be secured by I-Link's assets and otherwise on terms to be agreed
between Red Cube and I-Link. On December 27, 2000 the I-Link board rejected
Red Cube's proposal.
In light of I-Link's financial difficulties and the events described in
the preceding paragraphs, Red Cube is not prepared to assist I-Link at this time
in gaining access to additional financial resources, as contemplated in the
Letter to I-Link, dated September 5, 2000.
6
SIGNATURES
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.
Dated: December 29, 2000 Red Cube International AG
a Swiss corporation
By: /s/Niklaus F. Zenger
Name: Niklaus F. Zenger
Title: Chief Executive Officer
KPR Finanz-Und Verwaltungs AG
a Swiss corporation
By: /s/Niklaus F. Zenger
Name: Niklaus F. Zenger
By: /s/Niklaus F. Zenger
Name: Niklaus F. Zenger
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