-----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, DJkRfovinN6OE7mW53GFkulroZnQddUUmx2wdnlfrEsz+Imh4azCcfgrcE3PkVLu cYhe0gbFvZoIvri3Gy8i8A== 0000950169-98-000109.txt : 19980218 0000950169-98-000109.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950169-98-000109 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980213 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/A SEC ACT: SEC FILE NUMBER: 005-11039 FILM NUMBER: 98535946 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/A 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/A 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. 2 )* ----- 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) February 5, 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 2 of 8 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 589,845 Shares of Common Stock (includes shares pursuant to Agreement to purchase 69,000 Shares of Common Stock) NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ---------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 589,845 Shares of Common Stock (includes shares pursuant to Agreement to purchase 69,000 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) 18.87% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------------- ------------------------------- CUSIP No. 89151T 10-6 Page 3 of 8 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 520,845 Shares of Common Stock WITH ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 589,845 Shares of Common Stock (includes shares pursuant to Agreement to purchase 69,000 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) 18.87% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 2 ("Amendment No. 2") to Schedule 13D filed by Gold & Appel Transfer, S.A., a British Virgin Islands corporation ("Gold & Appel"), and Walt Anderson, a natural person and a U.S. citizen ("Mr. Anderson"), as joint filers, with respect to the common stock, par value $.05 per share (the "Common Shares"), of Total-Tel USA Communications, Inc., a New Jersey corporation (the "Issuer"), amends and/or supplements, as indicated, Items 3, 5, 6 and 7 of the Schedule 13D filed by Gold & Appel and Mr. Anderson as joint filers on January 16, 1998 (the "Statement"), as amended by Amendment No. 1 thereto filed on January 30, 1998 ("Amendment No. 1"). All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Statement, as amended by Amendment No. 1. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is supplemented as follows: Gold & Appel purchased a total of 76,400 Common Shares between January 30, 1998 and February 6, 1998 on the NASDAQ National Market, as follows: Date Number of Shares Price per Common Share ---- ---------------- ---------------------- 01/30/98 5,500 29.5000 02/02/98 33,000 30.3750 02/02/98 3,000 30.5625 02/02/98 22,000 30.6250 02/03/98 5,000 31.0000 02/05/98 2,500 31.2500 02/05/98 5,000 31.0000 02/06/98 400 31.1250 TOTAL 76,400 In addition, under an Agreement to Purchase Stock dated as of January 6, 1998 between Mr. Kevin A. Alward ("Mr. Alward") and Gold & Appel (the "Agreement"), which Agreement was disclosed in Amendment No. 1, Mr. Alward is obligated to sell and deliver 69,000 Common Shares to Gold & Appel at the time Gold & Appel delivers the purchase price of $2,746,200 therefor on October 1, 1998, but not later than October 5, 1998. Gold & Appel has paid Mr. Alward a nonrefundable deposit of $621,000 toward the $2,746,2 00 purchase price. Under the Agreement, Mr. Alward has agreed to grant to Gold & Appel a proxy to vote said 69,000 Common Shares on any matters upon which said shares may be voted until such time as the earlier of the delivery of the purchase price or the termination of the Agreement (the "Proxy"). All of the funds used to purchase the above-mentioned 76,400 Common Shares acquired by Gold & Appel on the NASDAQ National Market came from Gold & Appel's general corporate funds. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended as follows: Page 4 of 8 (a) Gold & Appel beneficially owns 589,845 Common Shares (of which 69,000 Common Shares have not yet been acquired but may be acquired under the Agreement on October 1, 1998 but not later than October 5, 1998, and are subject to the Proxy), representing approximately 18.87% 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 and remaining in full force and until January 15, 1998, executed by Gold & Appel and appointing thereunder Mr. Anderson as Gold & Appel's attorney-in-fact (the "1995 Power-of-Attorney"), Mr. Anderson had 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 held by Gold & Appel. A copy of the 1995 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. The terms of the 1995 Power-of-Attorney were renewed pursuant to a power-of-attorney from Gold & Appel effective as of January 14, 1998 and remaining in full force and until January 19, 1998, a copy of which is included herewith as Exhibit 7.2 (the "January 14, 1998 Power-of-Attorney") and a power-of-attorney from Gold & Appel dated January 19, 1998 and remaining in full force and until January 15, 2001, a copy of which is filed as Exhibit 7.2 to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission by Gold & Appel and Walt Anderson, as joint filers, with respect to the securities of Esprit Telecom Group plc, on January 27, 1998, and which is incorporated herein by this reference (the "January 19, 1998 Power-of-Attorney") (the 1995 Power-of-Attorney, January 14, 1998 Power of Attorney and January 19, 1998 Power-of-Attorney being referred to collectively as the "Power-of-Attorney"). Under the Power-of-Attorney, Mr. Anderson may be deemed the beneficial owner of the Common Shares held by Gold & Appel. Mr. Anderson, however, disclaims beneficial ownership of the Common Shares held by Gold & Appel. 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 29,465 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 589,845 Common Shares (includes 69,000 Common Shares which may be acquired under the Agreement and which are subject to the Proxy). Mr. Anderson has the power, in the name of and on behalf of Gold & Appel, to dispose of the 520,845 Common Shares beneficially owned by Gold & Appel under the Power-of-Attorney. (c) Since the filing of Amendment No. 1, as reported in item 3 above, Gold & Appel purchased an aggregate of 76,400 Common Shares on the NASDAQ National Market. (d) No 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. Until the delivery of the Page 5 of 8 Common Shares to Gold & Appel pursuant to the Agreement, Mr. Alward has the sole right to receive dividends paid on the 69,000 Common Shares subject to the Agreement. Mr. Alward has the sole right to receive the proceeds from the sale of said shares. (e) Not applicable. ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended as follows: Except for the Power-of-Attorney, the Joint Filing Agreement attached to this Statement as Exhibit 7.1 and the Agreement and the Proxy described in item 3 above, 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 Power-of-Attorney effective as of January 14, 1998 from Gold & Appel appointing Walt Anderson as attorney-in-fact for Gold & Appel. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule 13D is true, complete and correct. Date: February 11, 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 Page 6 of 8 EX-7 2 EXHIBIT 7.1 Exhibit 7.1 Joint Filing Agreement The undersigned hereby agree that the Amendment No. 2 to Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us. Date: February 11, 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 Page 7 of 8 EX-7 3 EXHIBIT 7.2 Exhibit 7.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS That the undersigned, GOLD & APPEL TRANSFER S.A., hereinafter "the Company", a company organized and existing under the International Business Companies Ordinance, 1984 of the British Virgin Islands, having its Registered Office at Omar Hodge Building, Wickham's Cay, Road Town, Tortola, British Virgin Islands, DOES HEREBY APPOINT Walt Anderson as the Attorney-in-Fact of the Company, to be the true and lawful Attorney-in-Fact of the Company effective commencing as of January 14, 1998 and remaining in full force and until January 19, 1998 (the "Effective Period"), and does ratify all actions taken by such Attorney-in-Fact during the Effective Period, conferring upon him during the Effective Period, authority and power to buy, sell and trade public and private shares, futures, bonds, Mutual funds and/or any other financial instruments on behalf of the Company effective as of January 14, 1998 through January 19, 1998, and does ratify all actions taken by such Attorney-in-Fact during the Effective Period; to set up Stock of Future accounts in the name of the Company and to manage trades or assign others to manage trades in these accounts; to use the funds of the Company to set up other corporations, partnerships, trusts or individuals; to arrange for Loans to the Company and to use the property of the Company as collateral for said loan; to set up and to close or terminate, bank accounts of any type, in any currency, anywhere in the world, in the name of the Company and to act as the trustee and manager of those accounts; to sign any agreements on behalf of the Company and to bind the Company to any agreement relating to any transaction allowed under this power. The Attorney-in-Fact has the authority to sign any resolutions needed to open the accounts authorized under this power of attorney and to act for the Board of Directors and the Company in all matter relating to the opening, management, funds transfers and closing of said accounts during the Effective Period. This Power of Attorney shall remain in full force and until the 19th day of January, 1998. IN WITNESS WHEREOF, this Power of Attorney is granted in Tortola, British Virgin Islands, as of the 14th day of January, 1998. GOLD & APPEL TRANSFER S.A. /s/ Rosa Restrepo -------------------------------------- Servco Limited-Sole Director BY: ROSA RESTREPO, ASSISTANT SECRETARY Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----