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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. X )*
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Telco Communications Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
879205 10
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing 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).
*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 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).
Page 1 of 5 Pages
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CUSIP NO. XXXXXXXXX 13G PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gold & Appel Transfer, S.A.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
British Virgin Islands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 6,232,403
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 6,232,403
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
6,232,403
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
19.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
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This Schedule 13G is being filed pursuant to Rule 13d-1(c) of the
Securities Exchange Act of 1934. Gold & Appel Transfer, S.A. acquired its
entire interest in Telco Communications Group, Inc. (the "Issuer") prior to the
commencement of the initial public offering of the Issuer's common stock and the
registration of its common stock under Section 12(g) of the Securities Exchange
Act of 1934. Since consummation of the public offering, Gold & Appel has
retained ownership of 19.0% of the outstanding shares of the Issuer's common
stock.
ITEM 1(a). NAME OF ISSUER:
Telco Communications Group, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4219 Lafayette Center Drive
Chantilly, Virginia 20151
ITEM 2(a). NAME OF PERSON FILING:
This statement is filed by Gold & Appel Transfer, S.A., a
British Virgin Islands corporation ("Gold & Appel"), which is
wholly owned by Iceberg Transport, S.A., a Panama corporation.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Gold & Appel's principal business office is located at Oman
Hodge Building, Wickhams Cay, Road Town, Tortula, British Virgin
Islands.
ITEM 2(c). CITIZENSHIP:
British Virgin Islands
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common stock, no par value ("Common Stock")
ITEM 2(e). CUSIP NUMBER:
879205 10
ITEM 3. Not applicable. The person filing does not fit into any of the
categories in Item 3(a)-(h).
Page 3 of 5 Pages
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ITEM 4. OWNERSHIP
(a)& (b) Gold & Appel beneficially owns 6,232,403 shares of Common Stock,
representing approximately 19.0% of the outstanding Common
Stock, based on the outstanding shares as of October 31, 1996,
as reported by the Issuer's Quarterly Report on Form 10-Q filed
with the U.S. Securities and Exchange Commission ("SEC") on
November 14, 1996.
(c) Gold & Appel has the sole power to vote and dispose of 6,232,403
shares of Common Stock. Under the power-of-attorney dated
January 6, 1995, executed by Gold & Appel and appointing
thereunder Walt Anderson as Gold & Appel's attorney-in-fact (the
"Power of Attorney"), Mr. Anderson has the authority and power,
among other things, on Gold & Appel's behalf to buy, sell and
trade public and private securities, including the Common Stock,
and any other financial investments. A copy of the Power of
Attorney is filed as Exhibit 1 to the Statement on Schedule 13D
filed with the SEC by Gold & Appel with respect to the common
stock of US Wats, Inc. on January 21, 1997, and is
incorporated herein by this reference.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Page 4 of 5 Pages
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ITEM 10. CERTIFICATION.
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 connection with or as a participant in any transaction having
such purpose or effect.
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.
Date: February 14, 1997 Gold & Appel Transfer, S.A.,
a British Virgin Islands corporation
By: /s/ Walt Anderson (*)
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Walt Anderson, Attorney-in Fact for
Gold & Appel Transfer, S.A.
(*)Signed pursuant to the Power of Attorney described in response to Item 4(c)
hereof and incorporated herein by reference to Exhibit 1 to the Statement on
Schedule 13D filed with the SEC by Gold & Appel with respect to the common stock
of US Wats, Inc. on January 21, 1997.
Page 5 of 5 Pages
