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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.____________) 1/
Group Long Distance, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
399801 10 8
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(CUSIP Number)
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1/ The remaineder 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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CUSIP No.399801 10 8 13G Page 2 of 6 Pages
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(1) NAME OF REPORTING PERSONS
Gerald M. Dunne, Jr.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) | |
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(5) SOLE VOTING POWER
354,182 shares of Common Stock
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NUMBER OF SHARES (6) SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH ------------------------------------------------------
REPORTING PERSON (7) SOLE DISPOSITIVE POWER
WITH 354,182 shares of Common Stock
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(8) SHARED DISPOSITIVE POWER
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,182 shares of Common Stock
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
| |
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% of shares of Common Stock
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(12) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
ITEM 1(a). Name of Issuer:
Gerald M. Dunne, Jr.
ITEM 1(b). Address of Issuer's Principal Executive Offices:
1451 West Cypress Creek Road, Suite 200
Fort Lauderdale, Florida 33309
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CUSIP No.399801 10 8 13G Page 3 of 6 Pages
ITEM 2(a). Name of Person Filing:
Gerald M. Dunne, Jr.
ITEM 2(b). Address of Principal Business Office: or, if None, Residence:
1451 West Cypress Creek Road, Suite 200
Fort Lauderdale, Florida 33309
ITEM 2(c). Citizenship:
United States
ITEM 2(d). Title of Class of Securities:
Common Stock, no par value per share (the "Common Stock").
ITEM 2(e). CUSIP Number:
399801 10 8
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) | | Broker or Dealer registered under Section 15 of the Act,
(b) | | Bank as defined in Section 3(a)(6) of the Act,
(c) | | Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) | | Investment Company registered under Section 8 of the
Investment Company Act,
(e) | | Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) | | Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) | | Parent Holding Company, in accordance with
13d-1(b)(ii)(G); see Item 7,
(h) | | Group, in accordance with 13d-1(b)(1)(ii)(H)
ITEM 4. Ownership.
If the percent of the class owned, as of December 31 of the year
covered by the statement, or of the last day of any month described
in Rule 13-1(b)(2), if aplicable, exceeds five percent, provide the
following information as of that date and identify those shares
which there is a right to acquire.
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CUSIP No.399801 10 8 13G Page 4 of 6 Pages
(a) Amount Beneficially Owned:
As of December 31, 1997, Mr. Dunne beneficially owned 354,182
shares of Common Stock, which includes 125,000 shares of Common
Stock issuable upon exercise of options held by Mr. Dunne
expiring in January 2002.
(b) Percent of Class:
As of December 31, 1997, Mr. Dunne was the beneficial owner of
an aggregate of 354,182 shares of Common Stock, which
constituted approximately 9.9% of the 3,462,354 shares of
Common Stock outstanding as of August 25, 1997 (as reported in
the Company's Notice of Annual Meeting to Shareholders and
Proxy Statement, dated September 8, 1997, SEC File No.
001-12827).
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
354,182 shares of Common Stock. See Item 4(a) above.
(ii) Shared power to vote or to direct the vote:
O shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
354,182 shares of Common Stock, See Item 4(a) above.
(iv) Shared power to dispose or to direct the disposition of:
0 shares of Common Stock.
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following / /.
Not Applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940, or the
beneficiaries of an employee benefit plan, pension fund or endowment
fund is not required.
Not Applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
If an parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 39(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of the relevant subsidiary.
Not Applicable.
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CUSIP No.399801 10 8 13G Page 5 of 6 Pages
ITEM 8. Identification and Classification of Members of the Group.
If a group has filed this schedule purusant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a
group has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identity of each member of the group.
Not Applicable.
ITEM 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to the transactions in the security reported on will
be filed, if required, by members of the group, in their individual
capacity. See Item 5.
Not Applicable.
ITEM 10. Certification.
The following certfication shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in conection
with or as a participant in any transaction having such purpose or
effect.
Not Applicable.
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CUSIP No.399801 10 8 13G Page 6 of 6 Pages
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.
02/12/98
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(Date)
/s/ Gerald M. Dunne, Jr.
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(Signature)
Gerald M. Dunne, Jr.
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