SEC Info - Morgan Stanley Group Inc/DE, et al. - ‘SC 13D/A’ on 8/2/96 re: Icg Holdings Canada Co/CO

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Morgan Stanley Group Inc/DE, et al. – ‘SC 13D/A’ on 8/2/96 re: Icg Holdings Canada Co/CO

As of: Friday, 8/2/96 · Accession #: 947871-96-83 · File #: 5-46545

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/02/96  Morgan Stanley Group Inc/DE       SC 13D/A               1:32K  Icg Holdings Canada Co/CO         Shearman & Sterl… LLP/FA
          Morgan Stanley Group Inc/DE
          PG Investors, Inc.
          Princes Gate Investors, L.P.

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2 to Schedule 13D                       19     53K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Common Shares Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Common Shares
5	Item 1. Security and Issuer
"	Item 2. Identity and Background
6	Item 3. Source and Amount of Funds or Other Consideration
7	Item 4. Purpose of Transaction
8	Item 5. Interest in Securities of the Issuer
10	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

SC 13D/A 1st Page of 19 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

 AMENDMENT NO. 2

to

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

 INTELCOM GROUP INC.
 -----------------------------------------------
(Name of issuer)

 Common Shares
 -----------------------------------------------
(Title of class of securities)

 45814F 10 7
 -----------------------------------------------
(CUSIP Number)

Michael S. Zuckert
 Morgan Stanley & Co. Incorporated
 1585 Broadway
New York, New York 10036
Tel. No.: (212) 761-4000
 -----------------------------------------------

 (Name, address and telephone number of person
 authorized to receive notices and communications)

July 9, 1996
 -----------------------------------------------
 (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
statement because of Rule 13d-1(b)(3) or (4), check the following |_|.          

Check the following box if a fee is being paid with the statement |_|.          

(Continued on following pages)
Exhibit Index on Page 19

(Page 1 of 19 Pages)

SC 13D/A 2nd Page of 19 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

==============================                        ==========================
CUSIP No.  45814F 10 7                                 Page 2 of 19 Pages 
==============================                        ==========================

--------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON                                        

Morgan Stanley Group Inc.                               
13-2838811                                              
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON       
--------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                

                                                             (a) |_|

                                                             (b) |_|

--------------------------------------------------------------------------------
3       SEC USE ONLY                                                    

--------------------------------------------------------------------------------
4       SOURCE OF FUNDS                     N/A                         

--------------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        
   PURSUANT TO ITEMS 2(d) or 2(e)                          |_|

--------------------------------------------------------------------------------
   6       CITIZENSHIP OR PLACE OF ORGANIZATION              State of Delaware

--------------------------------------------------------------------------------
      NUMBER OF           7     SOLE VOTING POWER                319,706
SHARES                                                    
        BENEFICIALLY      ------------------------------------------------------
      OWNED BY            8     SHARED VOTING POWER            1,301,945
            EACH          ------------------------------------------------------
      REPORTING           9     SOLE DISPOSITIVE POWER           319,706
           PERSON         ------------------------------------------------------
        WITH             10     SHARED DISPOSITIVE POWER       1,301,945
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
1,621,651                             
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES           
   CERTAIN SHARES                                          |_|
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          5.58%

--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                    HC, CO               

--------------------------------------------------------------------------------

SC 13D/A 3rd Page of 19 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D

==============================                        ==========================
CUSIP No.  45814F 10 7                                 Page 3 of 19 Pages 
==============================                        ==========================

--------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON                                        

Princes Gate Investors, L.P.                            
13-3667306                                              
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON       
--------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                

                                                   (a) |_|

                                                   (b) |_|

--------------------------------------------------------------------------------
3       SEC USE ONLY                                                    

--------------------------------------------------------------------------------
4       SOURCE OF FUNDS*                    N/A                         

--------------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        
PURSUANT TO ITEMS 2(d) or 2(e)                     |_|  

--------------------------------------------------------------------------------
   6       CITIZENSHIP OR PLACE OF ORGANIZATION              State of Delaware

--------------------------------------------------------------------------------
      NUMBER OF           7     SOLE VOTING POWER                      0
SHARES                                                    
        BENEFICIALLY     -------------------------------------------------------
      OWNED BY            8     SHARED VOTING POWER              963,431
            EACH         -------------------------------------------------------
      REPORTING           9     SOLE DISPOSITIVE POWER                 0
           PERSON        -------------------------------------------------------
        WITH             10     SHARED DISPOSITIVE POWER         963,431
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
963,431                               
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES           
  CERTAIN SHARES                                         |_|
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)          3.32%

--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON            PN                           

--------------------------------------------------------------------------------

SC 13D/A 4th Page of 19 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D

==============================                        ==========================
CUSIP No.  45814F 10 7                                 Page 4 of 19 Pages 
==============================                        ==========================

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                
1                                                                       
PG Investors, Inc.                                      
13-3642657                                              
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON       
--------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                

                                             (a) |_|

                                             (b) |_|

--------------------------------------------------------------------------------
3       SEC USE ONLY                                                    

--------------------------------------------------------------------------------
4       SOURCE OF FUNDS                     N/A                         

--------------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        
PURSUANT TO ITEMS 2(d) or 2(e)                   |_|    

--------------------------------------------------------------------------------
  6       CITIZENSHIP OR PLACE OF ORGANIZATION             State of Delaware

--------------------------------------------------------------------------------
    NUMBER OF           7     SOLE VOTING POWER              338,514
SHARES                                                    
        BENEFICIALLY     -------------------------------------------------------
    OWNED BY            8     SHARED VOTING POWER            963,431
            EACH         -------------------------------------------------------
    REPORTING           9     SOLE DISPOSITIVE POWER         338,514
           PERSON        -------------------------------------------------------
      WITH             10     SHARED DISPOSITIVE POWER       963,431
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     
1,301,945                             
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES           
CERTAIN SHARES                                    |_|   
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        4.48%  

--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                    IA, CO               

--------------------------------------------------------------------------------

SC 13D/A 5th Page of 19 TOC 1st Previous Next ↓Bottom Just 5th
Item 1.   Security and Issuer.                                                  

                  This statement relates to the Common Shares, without par value
(the "Common Shares"), of IntelCom Group Inc. (the "Issuer"). The Filing Persons
(as defined  herein) hold Series A Warrants and Series B Warrants  issued by the
Issuer  (collectively,  the  "Warrants"),  which are currently  exercisable  for
Common  Shares.  The  Issuer  is a  Canadian  federal  corporation  and  has its
principal  executive  offices  located  at Unit  11,  1155  Service  Road  West,
Oakville, Ontario, Canada L6M 3E3.                                              

Item 2.   Identity and Background.                                              

         (a) The names of the  persons  filing  this  statement  are (i)  Morgan
Stanley  Group Inc.,  a Delaware  corporation  ("Morgan  Stanley  Group"),  (ii)
Princes Gate Investors,  L.P., a Delaware limited  partnership  ("Princes Gate")
and (iii) PG Investors, Inc., a Delaware corporation that is the general partner
of  Princes  Gate  and  is  a  subsidiary   of  Morgan   Stanley  Group  ("PGI";
collectively, the "Filing Persons").                                            

         (b) The  address of the  principal  business  and  principal  office of
Morgan Stanley Group is 1585 Broadway,  New York, New York 10036. The address of
the principal  business and principal  office of each of Princes Gate and PGI is
c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York  10036.

         (c) Set forth in  Schedule  A is the  name,  citizenship,  business  or
residence address and present principal occupation or employment, as well as the
name and  address  of any  corporation  or  other  organization  in  which  such
occupation or  employment  is conducted,  of each of the directors and executive
officers of Morgan Stanley Group, as of the date hereof.                        

                  Set forth in Schedule B is the name, citizenship,  business or
residence address and present principal occupation or employment, as well as the
name and  address  of any  corporation  or  other  organization  in  which  such
occupation or  employment  is conducted,  of each of the directors and executive
officers of PGI, as of the date hereof.                                         

                  The  principal  business  of Morgan  Stanley  Group  (which is
conducted  through its  subsidiaries)  is as follows:  securities  underwriting,
distribution  and  trading;  merger,  acquisition,  restructuring,  real estate,
project  finance  and other  corporate  finance  advisory  activities;  merchant
banking  and other  principal  investment  activities;  brokerage  and  research
services;  asset management;  the trading of foreign exchange and commodities as
well as derivatives on a broad range of asset  categories;  and global  custody,
securities clearance services and securities lending.                           

                  PGI is a  wholly-owned  subsidiary of Morgan Stanley Group and
its principal  business is to serve (i) as the general  partner of Princes Gate,
an investment  partnership organized and managed by Morgan Stanley Group and the
principal business of which is the                                              

(Page 5 of 19 Pages)

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investment  of capital  provided  by its limited  partners,  (ii) as the general
partner   of  a   separate   co-investment   partnership   (the   "Co-investment
partnership")  and (iii) as the investment  manager for certain other  investors
(the "Investors") that are offered the opportunity to participate in investments
made by Princes  Gate.  The control  person of Princes  Gate is PGI, its general
partner, which holds a 1% interest in Princes Gate.                             

                  Pursuant to the partnership agreements of Princes Gate and the
Co-investment Partnership,  management and control of the partnerships and their
investments are vested  exclusively in PGI as general  partner,  and PGI has the
authority to dispose of the Warrants held by Princes Gate and the  Co-investment
Partnership  and to vote the Common Shares  obtainable  upon the exercise of the
Warrants.  Pursuant to investment  management  agreements  with the Investors on
whose behalf PGI has also acquired Warrants,  the Warrants and the Common Shares
obtainable  upon exercise of the Warrants may be disposed of only by PGI or with
the  consent  of  PGI,  which  consent  may be  withheld  or  granted  in  PGI's
discretion,  and each Investor has given PGI an irrevocable proxy giving PGI the
exclusive   authority  to  vote  such  Common  Shares.  As  a  result  of  these
arrangements,  PGI may be  deemed  to be the  beneficial  owner of all  Warrants
acquired  on behalf of  Princes  Gate,  the  Co-investment  Partnership  and the
Investors and of the Common Shares obtainable upon exercise of the Warrants.    

         (d)-(e) During the last five years, none of the Filing Persons,  or, to
the knowledge of Morgan  Stanley Group or PGI, any person named in Schedule A or
Schedule  B, has been  convicted  in a criminal  proceeding  (excluding  traffic
violations or similar misdemeanors) or has 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.    

(f)      See Schedule A and Schedule B.                       

Item 3.   Source and Amount of Funds or Other Consideration.                    

                   In July  1995  the  Issuer  and of its  certain  subsidiaries
entered into a Note Purchase  Agreement  (the "Note  Purchase  Agreement")  with
Morgan  Stanley  Group,  Princes Gate,  the  Co-investment  Partnership  and the
Investors for up to $35.0 million of Senior Secured Notes due July 14, 1996 (the
"Notes") of IntelCom Group (U.S.A.),  Inc. ("ICG"), a wholly owned subsidiary of
the Issuer,  and, as a condition to the purchase of such Notes,  issued  800,000
Series A Warrants to Morgan  Stanley Group and an aggregate of 600,000  Series A
Warrants to Princes Gate, the  Co-investment  Partnership and the Investors,  in
each case to purchase an equal number of Common  Shares.  On August 8, 1995, all
of the Notes issued ($6 million principal amount) were repaid and 280,000 Series
A Warrants  issued to Morgan Stanley Group were  cancelled  pursuant to the Note
Purchase Agreement.                                                             

(Page 6 of 19 Pages)

SC 13D/A 7th Page of 19 TOC 1st Previous Next ↓Bottom Just 7th
                   Pursuant to the Subscription and Exchange  Agreement dated as
of July 14, 1995 (the "Subscription  Agreement") among the Issuer,  ICG, Princes
Gate,  the  Co-investment  Partnership  and the  Investors,  on  August  8, 1995
IntelCom issued to Princes Gate, the Co-investment Partnership and the Investors
1,375,000  Series B Warrants to purchase  an equal  number of Common  Shares and
775,000 Series A Warrants to purchase an equal number of Common Shares,  and ICG
issued shares of its preferred stock to such persons.                           

                   The source of funds for the  purchases  made by PGI on behalf
of its clients was (i) the funds of the limited partners of Princes Gate and the
Co-investment  Partnership  and (ii)  Investor  funds  that are  managed  by PGI
pursuant to the investment management agreements with each Investor.  The source
of  funds  for the  purchases  made by  Princes  Gate was  funds of its  limited
partners.                                                                       

                   In April 1996, ICG issued debt securities and preferred stock
and on April 30, 1996, a portion of the proceeds  from such offering was used to
repurchase from Princes Gate, at a price of $11.25 per warrant, 458,333 Series A
Warrants and 458,333 Series B Warrants.                                         

                   Since the  filing of the  Schedule  13D,  the  10,600  Common
Shares  beneficially  owned by Morgan Stanley Group and held by Morgan Stanley &
Co. Incorporated have been sold from time to time in market transactions.       

                   On June  13,  1996,  in a  cashless  exercise,  Princes  Gate
surrendered 493,328 Series A Warrants and 493,328 Series B Warrants and received
672,794  Common  Shares of the  Issuer.  On June 13,  1996,  also in a  cashless
exercise,  PGI  surrendered  173,335  Series A  Warrants  and  173,335  Series B
Warrants and received 236,396 Common Shares of the Issuer.                      

                   On June 17,  1996,  in a cashless  exercise,  Morgan  Stanley
Group exercised all of its 520,000 Series A Warrants and received 326,461 Common
Shares of the Issuer.                                                           

                   On July 9, 1996,  Princes Gate,  PGI and Morgan Stanley Group
each sold 79,361, 27,884 and 42,755 Common Shares, respectively.                

Item 4.   Purpose of Transaction.                                               

                   Morgan  Stanley  Group  acquired the Warrants for  investment
purposes  and not with the purpose of acquiring  control of the Issuer.  Princes
Gate and PGI have acquired the Warrants on behalf of the limited partners in the
partnerships  and on behalf of the  Investors  for  investment  purposes  in the
ordinary course of business as investment  manager for these clients and not for
the purpose of acquiring control of the Issuer. Such shares constitute          

(Page 7 of 19 Pages)

SC 13D/A 8th Page of 19 TOC 1st Previous Next ↓Bottom Just 8th
"restricted securities" for the purposes of Rule 144 under the Securities Act of
1933 (the "Rule") and,  accordingly,  are subject to the resale  restrictions of
the Rule.                                                                       

                   The Filing  Persons  from time to time intend to review their
investment in the Issuer on the basis of various factors, including the Issuer's
business,  financial  condition,  results of operations and  prospects,  general
economic and industry  conditions,  the securities  markets in general and those
for the Issuer's  securities in particular,  as well as other  developments  and
other investment opportunities.  Based upon such review, the Filing Persons will
take such actions in the future as the Filing  Persons may deem  appropriate  in
light of the  circumstances  existing  from time to time.  A Filing  Person  may
acquire  Common  Shares or other  securities  of the  Issuer  either in the open
market or in privately negotiated  transactions.  Similarly, a Filing Person may
determine to dispose of some or all of the Issuer's  securities  currently owned
by it or  otherwise  acquired  by it  either  in the  open  market  (subject  to
applicable legal  restrictions,  including the Rule) or in privately  negotiated
transactions.                                                                   

                   Except  as set  forth  above,  the  Filing  Persons  have not
formulated  any plans or  proposals  which relate to or would result in: (a) the
acquisition  by  any  person  of  additional  securities  of the  Issuer  or the
disposition  of  securities  of  the  Issuer*,  (b) an  extraordinary  corporate
transaction  involving  the  Issuer  or any of its  subsidiaries,  (c) a sale or
transfer  of a  material  amount  of  the  assets  of the  Issuer  or any of its
subsidiaries,  (d) any change in the present board of directors or management of
the Issuer,  (e) any material change in the Issuer's  capitalization or dividend
policy,  (f) any other  material  change in the  Issuer's  business or corporate
structure,  (g) any change in the Issuer's charter or bylaws or other instrument
corresponding  thereto  or other  action  which may impede  the  acquisition  of
control  of the  Issuer  by any  person,  (h)  causing  a class of the  Issuer's
securities to be deregistered or delisted,  (i) a class of equity  securities of
the Issuer  becoming  eligible for termination of registration or (j) any action
to any of those enumerated above.                                               

Item 5.  Interest in Securities of the Issuer.                                  

         (a) Morgan Stanley Group beneficially owns 1,621,651 Common Shares as a
result of its direct  ownership of 319,706  Common  Shares and PGI's  beneficial
ownership of 1,301,945  Common Shares  (counting shares subject to such Warrants
as outstanding).  Based upon information  supplied by the Issuer, as of July 15,
1996 there were 28,553,972 Common Shares outstanding (29,053,972,  including the
Common Shares  issuable  upon exercise of the Warrants,  on July 15, 1996 Morgan
Stanley Group,  for the purpose of Rule 13d-3 ("Rule 13d-3")  promulgated  under
the   Securities   Exchange  Act  of  1934,  as  amended,   beneficially   owned
approximately 5.58% of the outstanding Common Shares (counting shares subject to

--------                                                                        
* An  affiliate  of Morgan  Stanley  Group has certain  rights  with  respect to
underwriting any securities issued by the Issuer.                               

(Page 8 of 19 Pages)

SC 13D/A 9th Page of 19 TOC 1st Previous Next ↓Bottom Just 9th
such Warrants as  outstanding).  To the knowledge of Morgan  Stanley  Group,  no
Common Shares are beneficially owned by any of the persons named in Schedule A. 

                   Princes  Gate,  for the purpose of Rule  13d-3,  beneficially
owns  963,431  Common  Shares  (counting  shares  subject  to such  Warrants  as
outstanding). Based upon information supplied by the Issuer, as of July 15, 1996
such shares  would  constitute  approximately  3.32% of the  outstanding  Common
Shares (counting shares subject to such Warrants as outstanding). PGI and Morgan
Stanley Group may also be deemed to beneficially own such shares.               

                   PGI,  for  the  purpose  of  Rule  13d-3,  beneficially  owns
1,301,945  Common Shares as a result of beneficial  ownership of 963,431  Common
Shares (counting shares subject to such Warrants as outstanding) held by Princes
Gate, the  Co-investment  Partnership and the Investors.  Based upon information
supplied  by the  Issuer,  as of July 15,  1996  such  shares  would  constitute
approximately 4.48% of the outstanding Common Shares (counting shares subject to
such  Warrants as  outstanding).  To the  knowledge of PGI, no Common Shares are
beneficially owned by any of the persons named in Schedule B.                   

         (b) Morgan  Stanley  Group has the sole power to vote and to dispose of
319,706  Common  Shares and has shared power to vote and to dispose of 1,301,945
Common Shares  (counting  shares subject to such Warrants as outstanding)  which
are beneficially owned by PGI as a result of its ownership of PGI.              

                   Princes Gate, acting through its general partner PGI, has the
shared power to vote and to dispose of 963,431  Common Shares  (counting  shares
subject to such Warrants as outstanding).                                       

                   PGI has the sole power to vote and dispose of 338,514  Common
Shares (counting shares subject to such Warrants as outstanding)  which are held
on behalf of the Investors and shared voting and dispositive  power with respect
to  963,431  Common  Shares   (counting  shares  subject  to  such  Warrants  as
outstanding) which are held by Princes Gate and the Co-investment Partnership.  

         (c) Except as described in this  Amendment  No. 2 to the Schedule  13D,
none of the Filing Persons, or, to the knowledge of Morgan Stanley Group or PGI,
any person named in Schedule A or Schedule B, has effected  any  transaction  in
the Common Shares during the past 60 days.                                      

         (d) To the  knowledge  of the Filing  Persons,  no other person has the
right to receive or the power to direct the receipt of  dividends  from,  or the
proceeds  from the sale of, any Common Shares  beneficially  owned by the Filing
Persons.                                                                        

(e)       Not applicable.                                     

(Page 9 of 19 Pages)

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Item 6.  Contracts,  Arrangements,  Understandings or Relationships With Respect
to Securities of the Issuer.                                  

                   As described in the agreements  attached  hereto as exhibits,
Morgan  Stanley Group and Princes Gate may require the Issuer to register  under
the Securities Act of 1933 the Common Shares that may be issued upon exercise of
the   Warrants.   Other  than  such   arrangements,   there  are  no  contracts,
arrangements,  understandings  or  relationships  (legal or otherwise) among the
persons  named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any  of  the  securities,   finder's  fees,  joint  ventures,   loan  or  option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.                                        

Item 7.  Material to be Filed as Exhibits.                                      

Exhibit                            Description                                  

1.**                            Joint Filing Agreement                    

   2.**                            Warrant Agreement, dated as of July 14, 1995,
                               among IntelCom Group Inc., Morgan Stanley
                                  Group Inc., Princes Gate Investors, L.P. and
                              certain other parties and IntelCom Group
                      (U.S.A.), Inc., as warrant agent

--------                                                                        
**       Each of these  exhibits  is hereby  incorporated  by  reference  to the
Schedule 13D of the Filing Persons, dated August 8, 1995.     

 (Page 10 of 19 Pages)

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 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.                                                           

Dated:  July 24, 1996         MORGAN STANLEY GROUP INC.                         

By                  
                               -----------------------------------------------
      Name:   Philip N. Duff
                             Title:  Chief Financial Officer and Treasurer

 (Page 11 of 19 Pages)

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 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.                                                           

Dated:  July 24, 1996         PRINCES GATE INVESTORS, L.P.                      

                     By PG Investors, Inc., as general partner

By                  
                               -----------------------------------------------
         Name:   Hartley R. Rogers
 Title:  President

(Page 12 of 19 Pages) 

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 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.                                                           

Dated:  July 24, 1996         PG INVESTORS, INC.                                

By                  
                               -----------------------------------------------
         Name:   Hartley R. Rogers
 Title:  President

(Page 13 of 19 Pages) 

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                                                                      Schedule A

DIRECTORS AND EXECUTIVE OFFICERS
OF MORGAN STANLEY GROUP INC.

                  The name, business address and title with Morgan Stanley Group
Inc., and present  principal  occupation or employment  and the name,  principal
business  and  address  of  employer,  of each of the  directors  and  executive
officers  of Morgan  Stanley  Group Inc.  are set forth  below.  If no  business
address is given, the director's or officer's business address is 1585 Broadway,
New York, N.Y. 10036. The address of Morgan Stanley Group Inc. is 1585 Broadway,
New York, N.Y. 10036. Each person listed below is a citizen of the United States
of America, except Mr. Walker, who is a citizen of Great Britain.               

                                    Present Principal Occupation
Name, Title and                      Including Name, Principal
   Business Address                 Business and Address of Employer

Richard B. Fisher                      Chairman of the Board of Directors,      
(Chairman of the Board of             Managing Director and Director,   
Directors, Managing Director          Morgan Stanley Group Inc.         
   and Director)                         and Morgan Stanley & Co. Incorporated

John J. Mack                           President, Managing Director and         
 (President, Managing Director         Director, Morgan Stanley Group Inc.
   and Director)                         and Morgan Stanley & Co. Incorporated

Philip N. Duff                         Chief Financial Officer and Managing     
 (Chief Financial Officer and          Director, Morgan Stanley Group Inc.
Managing Director)                    and Chief Financial Officer and   
                                       Managing Director, Morgan Stanley &
                    Co. Incorporated

Jonathan M. Clark                      Secretary and General Counsel, Morgan    
(Secretary and General Counsel)       Stanley Group Inc. and Secretary, 
                                      General Counsel, Managing Director
                                      and Director, Morgan Stanley & Co.
                Incorporated

Eileen K. Murray                       Treasurer , Morgan Stanley Group Inc.    
  (Treaturer)                           and Treasurer and Managing Director,
                                     Morgan Stanley & Co. Incorporated

 (Page 14 of 19 Pages)

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                                    Present Principal Occupation
Name, Title and                      Including Name, Principal
   Business Address                 Business and Address of Employer

Barton M. Biggs                        Managing Director and Director, Morgan   
   (Managing Director and Director)      Stanley Group Inc. and Morgan Stanley
                      & Co. Incorporated

Robert P. Bauman                       Director, Morgan Stanley Group Inc.      
(Director)                                                              

Daniel B. Burke                        Retired                                  
(Director)                                                              
Capital Cities/ABC, Inc.                                                
77 W. 66th Street, Tenth Floor,                                         
New York, NY  10023-6298                                                

S. Parker Gilbert                      Retired                                  
(Director)                                                              

Peter F. Karches                       Managing Director and Director, Morgan   
   (Managing Director and Director)      Stanley Group Inc. and Morgan Stanley
                      & Co. Incorporated

Allen E. Murray                        Retired                                  
(Director)                                                              
3225 Gallows Road                                                       
Fairfax, VA  22037                                                      

Sir David Alan Walker                  Managing Director and Director, Morgan   
   (Managing Director and Director)      Stanley Group Inc. and Morgan Stanley
                      & Co. Incorporated

Paul J. Rizzo                          Retired                                  
(Director)                                                              

Charlene R. Herzer                     Assistant Secretary, Morgan Stanley Group
   (Assistant Secretary)                 Inc. and Assistant Secretary and Vice
                                   President, Morgan Stanley & Co.
                Incorporated

(Page 15 of 19 Pages) 

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                                  Present Principal Occupation
Name, Title and                         Including Name, Principal       
Business Address                   Business and Address of Employer     

Patricia A. Kurtz                   Assistant Secretary, Morgan Stanley Group   
(Assistant Secretary)              Inc. and Assistant Secretary and     
                             Principal, Morgan Stanley & Co.
          Incorporated

Ralph L. Pellecchio                 Assistant Secretary, Morgan Stanley Group   
(Assistant Secretary)              Inc. and Assistant Secretary and     
                                 Managing Director, Morgan Stanley &
               Co. Incorporated.

(Page 16 of 19 Pages) 

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                                                                      Schedule B

DIRECTORS AND EXECUTIVE OFFICERS
 OF PG INVESTORS, INC.

                  The name,  business address and title with PG Investors, Inc.,
and present principal  occupation or employment and the name, principal business
and address of employer,  of each of the directors and executive  officers of PG
Investors,  Inc.  are set forth  below.  If no  business  address is given,  the
director's or officer's business address is 1585 Broadway, New York, N.Y. 10036.
The address of PG Investors, Inc. is c/o Morgan Stanley & Co. Incorporated, 1585
Broadway,  New York,  N.Y.  10036.  Each person listed below is a citizen of the
United States of America.                                                       

                                  Present Principal Occupation
Name, Title and                          Including Name, Principal      
Business Address                     Business and Address of Employer   

Directors                                                                       

Hartley R. Rogers                     President, PG Investors, Inc.;  Managing  
                                Director, Morgan Stanley & Co.
              Incorporated

Tarek Abdel Meguid                    Managing Director, Morgan Stanley &       
                  Co. Incorporated

Bruce Fiedorek                        Managing Director, Morgan Stanley &       
                  Co. Incorporated

Joseph G. Fogg                        Managing Director, Morgan Stanley &       
                  Co. Incorporated

Executive Officers                                                              
(Who Are Not Directors)                                                         

Debra M. Aaron                        Vice President, PG Investors, Inc.;       
                                 Principal, Morgan Stanley & Co.
              Incorporated

Bruce R. Sandberg                     Vice President, PG Investors, Inc.;       
                                 Principal, Morgan Stanley & Co.
              Incorporated

James M. Wilmott                      Vice President, PG Investors, Inc.;       
                                      Vice President, Morgan Stanley & Co.
              Incorporated

(Page 17 of 19 Pages) 

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                                  Present Principal Occupation
Name, Title and                          Including Name, Principal      
Business Address                     Business and Address of Employer   

Patricia A. Kurtz                     Secretary, PG Investors, Inc.; Principal, 
                                   Morgan Stanley & Co. Incorporated

Charlene R. Herzer                    Assistant Secretary, PG Investors, Inc.;  
                                      Vice President, Morgan Stanley & Co.
              Incorporated

Laura A. Chenoweth                    Assistant Secretary, PG Investors, Inc.;  
                                Attorney, Morgan Stanley & Co.
              Incorporated

David R. Powers                       Vice President, PG Investors, Inc.        

Frank V. Saracino                     Vice President and Treasurer, PG          
                 Investors, Inc.

 (Page 18 of 19 Pages)

SC 13D/A Last Page of 19 TOC 1st Previous Next ↓Bottom Just 19th
 EXHIBIT INDEX

Exhibit       Description                                              Page     

1.***      Joint Filing Agreement                                         

2.***      Warrant Agreement, dated as of July 14, 1995,                  
among IntelCom Group Inc., Morgan Stanley           
Group Inc., Princes Gate Investors, L.P. and        
certain other parties and IntelCom Group (U.S.A.),  
Inc., as warrant agent                              

--------                                                                        
***      Each  of the  exhibits  is  hereby  incorporated  by  reference  to the
Schedule 13D of the Filing Persons, dated August 8, 1995.     

(Page 19 of 19 Pages)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	8/2/96			424B3, 8-K
	7/24/96	11	13	S-3
	7/15/96	8	9
	7/14/96	6
	7/9/96	1	7	424B3, 8-K
	6/17/96	7
	6/13/96	7		SC 13G, SC 13G/A
	4/30/96	7		424B3
	8/8/95	6	19	424B5, SC 13G/A
	7/14/95	7	19	10-Q
				List all Filings

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Filing Submission 0000947871-96-000083 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Morgan Stanley Group Inc/DE, et al. – ‘SC 13D/A’ on 8/2/96 re: Icg Holdings Canada Co/CO

As of: Friday, 8/2/96 · Accession #: 947871-96-83 · File #: 5-46545

Previous ‘SC 13D’: ‘SC 13D/A’ on 2/14/96 · Next: ‘SC 13D/A’ on 8/5/96 · Latest: ‘SC 13D/A’ on 6/2/97

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents