UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934)
(Amendment No. 1)
ESPRIT TELECOM GROUP PLC
(Name of Issuer)
American Depositary Shares representing Ordinary Shares, nominal value 1p each
(Title of Class of Securities)
29665W104
(CUSIP Number)
Morris F. DeFeo, Jr.
Swidler & Berlin, Chartered
3000 K Street, N.W., Suite 300, Washington, D.C. 20007
202-424-7500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14-March 19, 1998
(Dates of Events Which Require 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).
SEC 1746 (12-91)
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SCHEDULE 13D/A
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CUSIP No. 29665W104 Page 1 of 6
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Gold & Appel Transfer, S.A.
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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. SOURCE OF FUNDS* WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
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NUMBER OF 7. SOLE VOTING POWER 20,246,098 Ordinary Shares
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,246,098
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.51%
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14. TYPE OF REPORTING PERSON* CO
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SCHEDULE 13D/A
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CUSIP No. 29665W104 Page 2 of 6
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Walt Anderson
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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. SOURCE OF FUNDS* WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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NUMBER OF 7. SOLE VOTING POWER 162,615 Ordinary Shares
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 20,408,713 Ordinary Shares
REPORTING -------------------------------------------------------
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,,408,713 Ordinary Shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.64%
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14. TYPE OF REPORTING PERSON* IN
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This Amendment No. 1 ("Amendment No. 1") 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 American Depository Shares representing
Ordinary Shares, nominal value 1p per share (the " Ordinary Shares"), of
Esprit Telecom Group plc, a public limited company incorporated under the laws
of England and Wales (the "Issuer"), amends and/or supplements, as indicated,
Items 5, 6 and 7 of the Schedule 13D filed by Gold & Appel and Mr. Anderson as
joint filers on January 27, 1998 (the "Statement"). All capitalized terms
used and not defined herein shall have the meanings ascribed to them in the
Statement.
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ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
(a) Gold & Appel beneficially owns 15,500,000 Ordinary Shares and
678,014 ADS's, representing 4,746,098 Ordinary Shares or an aggregate
equivalent of 20,246,098 Ordinary Shares or approximately 16.51% of the
outstanding Ordinary Shares, based on the Issuer's outstanding shares as of
December 12, 1997 pursuant to the Issuer's Registration Statement on Form F-1,
Registration No. 333-8074, filed with the U.S. Securities and Exchange
Commission on such date.
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
Gold & Appel Shares. 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 (the "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 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 Commission on January 27, 1998
(the "1998 Power-of-Attorney") (the 1995 Power-of-Attorney and 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 Gold & Appel Shares. Mr. Anderson, however, disclaims beneficial
ownership of the Gold & Appel Shares.
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 2,056,200 Ordinary Shares. Mr.
Anderson does not have a controlling interest in FINDS and thus disclaims
beneficial ownership of the Ordinary Shares held by FINDS.
Mr. Anderson beneficially owns the Anderson Shares, representing
approximately 0.13% of the outstanding Ordinary Shares as of December 12,
1997.
(b) Gold & Appel has the sole power to vote the Gold & Appel Shares.
Mr. Anderson has the power in the name of and on behalf of Gold & Appel, to
dispose of the Gold & Appel Shares under the Power-of-Attorney. Mr. Anderson
also has the sole power to vote and dispose of the Anderson Shares.
Page 3 of 6<PAGE>
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(c) During the past 60 days through the date hereof, FINDS bought, in
multiple transactions, ADS representing an aggregate of 140,000 Ordinary
Shares on the NASDAQ National Market and sold, in multiple transactions, ADS
representing an aggregate of 1,423,800 Ordinary Shares on the NASDAQ National
Market, as follows:
Purchases:
Date Number of ADS Price Per ADS (in U.S. Dollars)
01/14/98 10,000 $11.00
01/15/98 10,000 $10.875
TOTAL: 20,000
Sales:
Date Number of ADS Price Per ADS (in U.S. Dollars)
03/11/98 3,000 17.38
03/12/98 15,000 17.50
03/13/98 2,200 17.25
03/16/98 12,500 17.25
03/16/98 2,500 17.25
03/17/98 5,000 17.56
03/17/98 25,000 17.40
03/18/98 90,300 17.35
03/18/98 2,500 17.50
03/19/98 40,400 17.31
03/19/98 5,000 17.47
TOTAL: 203,400
(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 Ordinary Shares or ADS's, as
applicable, 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 and the Joint Filing Agreement attached
to this Statement as Exhibit 7.1, 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 Ordinary Shares or ADS's,
beneficially owned by Gold & Appel or Mr. Anderson, as applicable, finder's
fees, joint ventures, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
Page 4 of 6<PAGE>
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.1 Joint Filing Agreement with respect to the joint filing of
this Statement.
Page 5 of 6<PAGE>
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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: March 25, 1998
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.
/s/ Walt Anderson
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Walt Anderson
Page 6 of 6
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: March 25, 1998
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.
/s/ Walt Anderson
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Walt Anderson
