-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D7q3MFmVc/hrnEJSgKKaG42OYcR2RmSWHBxvjl8fPqBT3+NbuMDDxugb23TRXUNe Pf7GI180vvYk0fI5iu8KWA== 0000950169-98-000033.txt : 19980119 0000950169-98-000033.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950169-98-000033 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980116 SROS: NASD GROUP MEMBERS: GOLD & APPEL TRANSFER SA GROUP MEMBERS: WALT ANDERSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL TEL USA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000034497 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 221656895 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-11039 FILM NUMBER: 98508631 BUSINESS ADDRESS: STREET 1: 150 CLOVE RD CITY: LITTLE FALLS STATE: NJ ZIP: 07424-049 BUSINESS PHONE: 2018121100 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424-0449 FORMER COMPANY: FORMER CONFORMED NAME: FARADYNE ELECTRONICS CORP DATE OF NAME CHANGE: 19920223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLD & APPEL TRANSFER SA CENTRAL INDEX KEY: 0001030949 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: OMAR HODGE BLDG STREET 2: WICKAMS CAY CITY: ROAD TOWN TORTULA STATE: D8 MAIL ADDRESS: STREET 1: OMAR HODGE BLDG STREET 2: WICHAMS CAY CITY: ROAD TOWN TORTULA STATE: D8 SC 13D 1 TOTAL-TEL USA COMMUNICATIONS - ---------------------------- OMB APPROVAL - ---------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response... 14.90 - ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934) (Amendment No. ___)* TOTAL-TEL USA COMMUNICATIONS, INC. (Name of Issuer) Common Stock -- par value $.05 per share (Title of Class of Securities) 89151T 10-6 (CUSIP Number) Carter Strong, Esq. (202) 857-6252 Arent Fox Kintner Plotkin & Kahn PLLC 1050 Connecticut Avenue, NW, Washington, D. C. 20036-5339 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 6, 1998 (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 the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D - ----------------------------- ------------------------------- CUSIP No. 89151T 10-6 Page of Pages - ----------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gold & Appel Transfer, S.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 193,200 Shares of Common Stock NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 193,220 Shares of Common Stock WITH ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,220 Shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.18% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, 2 of 7 RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------------- ------------------------------- CUSIP No. 89151T 10-6 Page of Pages - ----------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walt Anderson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 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 United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 193,220 Shares of Common Stock WITH ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 193,220 Shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.18% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, 2 of 7 RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER This Statement relates to the common stock, par value $.05 per share (the "Common Shares"), of Total-Tel USA Communications, Inc., a New Jersey corporation (the "Issuer"). The Issuer's principal executive offices are located at 150 Clove Road, 8th Floor, Little Falls, NJ 07424. ITEM 2. IDENTITY AND BACKGROUND This Statement is filed by Gold & Appel Transfer, S.A., a British Virgin Islands corporation ("Gold & Appel"), and Walt Anderson, a natural person and a citizen of the United States of America ("Mr. Anderson"), as joint filers. Gold & Appel, which is wholly owned by Iceberg Transport, S.A., a corporation organized under the laws of the Republic of Panama ("Iceberg"), has its principal place of business in the Omar Hodge Building, Wickhams Cay, Road Town, Tortula, British Virgin Islands. Gold & Appel's principal business is making capital venture investments. Iceberg's principal place of business is located at 53rd Street (Calle 53), Urbanizacion, Obarrio, Torre Swiss Bank, Panama City, Republic of Panama. Iceberg's principal business is research, from a financial investment basis, of international development projects, and its ownership of Gold & Appel. Gold & Appel's directors and executive officers are as follows:
Position with Name Gold & Appel Business Address Principal Occupation - ---- ------------- ---------------- -------------------- Servco Limited Sole Director* Omar Hodge Building Corporate Management Wickhams Cay Road Town, and Consulting Tortula, British Virgin Islands Rose Restrepo Authorized Signatory Omar Hodge Building Corporate Management for Servco Limited Wickhams Cay Road Town, and Consulting Tortula, British Virgin Islands Walt Anderson Secretary* 3050 K Street, NW Suite 250 Chairman of the Board of Washington, DC 20007 Directors of Esprit Telecom Group plc
- -------------- * Mr. Anderson is also attorney-in-fact for Gold & Appel, which has no president or treasurer (such duties are filled by Servco Limited, as Gold & Appel's sole director). See item 5(a) below. Iceberg's directors and executive officers are as follows:
Position with Principal Name Iceberg Business Address Occupation Citizenship - ---- ------------- ---------------- ---------- ----------- Pablo Javier Espina Director and 53 Street (Calle 53) Attorney, Republic of Panama President Urbanizacion, Obarrio Morgan & Morgan Torre Swiss Bank Panama City Republic of Panama Adelina M. Director and 53 Street (Calle 53) Attorney, Republic of Panama DE Estribi Secretary Urbanizacion, Obarrio Morgan & Morgan Torre Swiss Bank Panama City Republic of Panama Aida May Biggs Director and 53 Street (Calle 53) Attorney, Republic of Panama Treasurer Urbanizacion, Obarrio Morgan & Morgan Torre Swiss Bank Panama City Republic of Panama
Mr. Anderson's business address is 3050 K Street, NW, Suite 250, Washington, DC 20007. Mr. Anderson's principal occupation is Chairman of the board of directors of Esprit Telecom Group plc ("Esprit"), a communications carrier formed as a public limited company under the laws of England and Wales, the business address of which is Minerva House, Valpy Street, Reading, United Kingdom. Mr. Anderson also is the Secretary of Gold & Appel, for which he is attorney-in-fact. Neither Gold & Appel nor Mr. Anderson, nor Iceberg nor any director or executive officer of either Gold & Appel or Iceberg named above, has been, during the past five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Gold & Appel purchased a total of 193,220 Common Shares between November 6, 1997 and January 14, 1998 as set forth below, (i) of which 163,220 were purchased on the NASDAQ National Market, and (ii) 30,000 were purchased in a private transaction pursuant to an Agreement to Purchase Stock between Mr. Kevin A. Alward and Gold & Appel dated January 6, 1998, a copy of which is included herewith as Exhibit 7.2. Date Number of Shares Price per Common Share ---- ---------------- ---------------------- 11/6/97 3,500 27.000 11/7/97 7,620 27.500 11/7/97 7,100 27.750 11/10/97 3,000 27.250 11/10/97 7,500 27.625 11/10/97 500 27.750 11/12/97 5,000 27.750 11/13/97 2,500 28.000 11/14/97 3,000 28.500 11/14/97 2,500 28.750 11/17/97 5,000 28.500 11/18/97 3,500 28.875 11/20/97 37,500 28.750 11/21/97 2,000 28.000 11/21/97 2,500 28.875 11/28/97 2,000 29.000 12/1/97 5,000 29.250 12/1/97 2,500 29.500 12/2/97 45,000 29.500 12/8/97 2,500 28.875 12/19/97 3,000 29.000 1/6/98 4,000 29.500 1/10/98* 30,000* 39.800* 1/13/98 6,000 28.250 1/14/98 500 28.250 TOTAL 193,220 - -------- *Purchase in a private transaction. See items 6 and 7 below. All of the funds used to purchase the above-mentioned 193,220 Common Shares acquired by Gold & Appel came from Gold & Appel's general corporate funds. ITEM 4. PURPOSE OF TRANSACTION. Gold & Appel acquired the above-mentioned Common Shares for investment purposes. Mr. Anderson, on behalf of Gold & Appel, may determine to purchase additional securities of the Issuer or to sell some or all of any of the Common Shares Gold & Appel owns at any time in private or market transactions depending on market conditions, an evaluation of the Issuer's business, prospects and financial condition, the market for the Common Shares, other opportunities available to Gold & Appel, general economic conditions, money and stock market conditions, and other further developments. Except as described herein, neither Gold & Appel nor Mr. Anderson, on behalf of Gold & Appel, has 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, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) Any change in the Issuer's present board of directors or management, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer's board of directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. Gold & Appel and Mr. Anderson, on behalf of Gold & Appel, may at any time and from time to time review or reconsider the position of Gold & Appel and formulate plans or proposals with respect to the Issuer and its securities, but has no current intention of doing so. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Gold & Appel beneficially owns 193,220 Common Shares, representing approximately 6.18% of the outstanding Common Shares, based on the outstanding shares as of December 11, 1997 pursuant to the Issuer's Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on December 15, 1997. By virtue of the power-of-attorney dated January 6, 1995, executed by Gold & Appel and appointing thereunder Mr. Anderson as Gold & Appel's attorney-in-fact (the "Power-of-Attorney"), Mr. Anderson has the authority and power in the name of and on behalf of Gold & Appel to, among other things, buy, sell and trade the Common Shares, and therefore may also be deemed the beneficial owner of such 193,220 Common Shares. Mr. Anderson, however, disclaims beneficial ownership of the Common Shares held by Gold & Appel. A copy of the Power- of-Attorney is filed as Exhibit 1 to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission by Gold & Appel with respect to the common stock of US WATS, Inc. on January 21, 1997, and is incorporated herein by this reference. In addition, Mr. Anderson is the President and a Director of the Foundation for the International Non-Governmental Development of Space, a non-profit organization ("FINDS"), which owns 51,465 Common Shares. Mr. Anderson does not have a controlling interest in FINDS and thus disclaims beneficial ownership of the Common Shares held by FINDS. (b) Gold & Appel has the sole power to vote 193,220 Common Shares. Mr. Anderson has the power, in the name of and on behalf of Gold & Appel, to dispose of the 193,220 Common Shares beneficially owned by Gold & Appel under the Power-of-Attorney. (c) During the 60 days preceding the date of this Statement, (i) Gold & Appel purchased an aggregate of 151,000 Common Shares as reported in item 3 above, and (ii) FINDS purchased 3,500 Common Shares in the NASDAQ National Market between November 24, 1997 and December 22, 1997, as follows: Date Number of Shares Price per Common Share ---- ---------------- ---------------------- 11/24/97 3,500 29.000 11/25/97 5,500 29.000 11/26/97 2,000 29.000 12/10/97 10,000 29.625 12/22/97 2,500 29.000 TOTAL 23,500 (d) No other person is known by Gold & Appel nor by Mr. Anderson to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by Gold & Appel or Mr. Anderson. (e) Not applicable. ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the Power-of-Attorney, the Joint Filing Agreement attached to this Statement as Exhibit 7.1 and the Agreement to Purchase Stock described in item 3 above and a copy of which is attached to this Statement as Exhibit 7.2, neither Gold & Appel nor Mr. Anderson has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer of any of the Common Shares, beneficially owned by Gold & Appel or Mr. Anderson, finder's fees, joint ventures, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 7.1 Joint Filing Agreement with respect to the joint filing of this Statement. Exhibit 7.2 Agreement to Purchase Stock between Kevin A. Alward and Gold & Appel dated January 6, 1998. 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. Date: January 14, 1998 Gold & Appel Transfer, S.A., a British Virgin Islands corporation By /s/ Walt Anderson -------------------------------- Walt Anderson, Attorney-in-Fact for Gold & Appel Transfer, S.A. /s/ Walt Anderson -------------------------------- Walt Anderson EX-7 2 EXHIBIT 7.1 Exhibit 7.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us. Date: January 14, 1998 Gold & Appel Transfer, S.A., a British Virgin Islands corporation By /s/ Walt Anderson ---------------------------------- Walt Anderson, Attorney-in-Fact for Gold & Appel Transfer, S.A. /s/ Walt Anderson ---------------------------------- Walt Anderson EX-7 3 EXHIBIT 7.2 EXHIBIT 7.2 AGREEMENT TO PURCHASE STOCK (AGREEMENT 1) THIS AGREEMENT is made as of January 6, 1998 by and between KEVIN A. ALWARD (KA), residing at 182 Powell Road, Allendale, New Jersey 07401, and GOLD & APPEL TRANSFER S.A. (G&A), a British Virgin Islands corporation, with an address at Omar Hodges Building, Wickhams Cay, Road Town, Tortula, British Virgin Islands. WHEREAS, KA owns certain shares and options of Total-Tel U.S.A. Communications, Inc., a New Jersey corporation listed on Nasdaq as TELU; and WHEREAS, G&A wishes to purchase some of the TELU shares owned by KA. NOW, THEREFORE, the parties agree as follows: 1. G&A agrees to purchase from KA, and KA agrees to sell to G&A, 30,000 shares of TELU (the "Shares") on January 10, 1998. 2. The purchase price will be $39.80 US Dollars per Share for a grand total of $1,194,000.00 US Dollars for the Shares (the "Purchase Price"). 3. Payment of the Purchase Price by G&A will be made by wire transfer of immediately available federal funds to KA per the following wire transfer instructions: [OMITTED] 4. KA agrees to deliver to First Montawk Securities for the account of G&A stock certificate(s) representing the Shares duly endorsed for transfer to First Montawk Securities, DTC Participant No. 0270, Account Name G&A Transfer S.A., Account No. [OMITTED], as soon as immediately available funds representing the Purchase Price are transferred by G&A to the account specified by KA. 5. KA warrants that he is the sole owner of the Shares and the Shares may be sold by him without restrictions. 6. G&A represents that it is acquiring the Shares in a private transaction for its own account for investment and not with a view to the resale or distribution thereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. /s/ KEVIN A. ALWARD _____________________________ KEVIN A. ALWARD GOLD & APPEL TRANSFER S.A. /s/ WALT ANDERSON By: _________________________ Name: WALT ANDERSON Title: POWER OF ATTORNEY -2- -----END PRIVACY-ENHANCED MESSAGE-----