SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ESPRIT TELECOM GROUP PLC
(Name of Issuer)
American Depositary Shares representing Ordinary Shares, nominal value 1 pence
(Title of Class of Securities)
29665W104
(CUSIP Number)
Walt Anderson
2000 L Street, N.W., Suite 200, Washington, D.C. 20036
202-467-1189
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 12,1998
(Date of Event Which Requires Filing of This Statement)
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*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).
Page 1 of 8<PAGE>
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SCHEDULE 13D/A
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CUSIP No. 29665W104 Page 2 of 8
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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 32,496,398.16 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
32,496,398.16
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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) 26.50%
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14. TYPE OF REPORTING PERSON* CO
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<PAGE>
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 29665W104 Page 3 of 8
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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 32,659,013.16 Ordinary
Shares
REPORTING -------------------------------------------------------
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,659,013.16 Ordinary Shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ X ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.63%
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14. TYPE OF REPORTING PERSON* IN
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This Amendment No. 3 ("Amendment No. 3") 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 ("ADS")representing
Ordinary Shares, nominal value 1 pence (U.K.) 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 4, 5, 6 and 7 of the Schedule 13D filed by Gold & Appel
and Mr. Anderson as joint filers on January 27, 1998 (the "Statement"),
Amendment No. 1 thereto filed as of March 30, 1998, and Amendment No. 2
thereto filed as of July 10, 1998. All capitalized terms used and not defined
herein shall have the meanings ascribed to them in the Statement.<PAGE>
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Gold & Appel acquired the Gold & Appel Shares (as defined below), and
Mr. Anderson acquired the Anderson Shares (as defined below), for investment
purposes. Mr. Anderson, on behalf of Gold & Appel and/or himself, may
determine to purchase additional securities of the Issuer in market
transactions or otherwise, or to sell some or all of the Gold & Appel Shares
and/or the Anderson Shares 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 Ordinary Shares, other
opportunities available to Gold & Appel and Mr. Anderson, general economic
conditions, money and stock market conditions, and other further developments.
Pursuant to a letter dated October 12, 1998, a copy of which is attached
hereto as Exhibit 7.2, Mr. Anderson and Gold & Appel served notice upon the
Issuer requiring it to convene an Extra Ordinary General Meeting of its
stockholders for the purposes of removing David Oertle as a director and as
Chief Executive Officer, removing John McMonigal and Dominic Shorthouse as
directors, removing Sir Robin Biggam as a director and as Chairman of the
Board, to the extent he has been validly appointed as such, and removing any
other person who may have been appointed as a director between October 5, 1998
and the date of the Extra Ordinary General Meeting. Mr. Anderson and Gold &
Appel reserve the right to take such further actions as they may deem
appropriate to cause a majority of the directors of the Issuer to consist of
persons designated by or acceptable to them.
Except as set forth above, Gold & Appel and Mr. Anderson have no 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 present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on
the board; (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, bylaws or
instruments corresponding thereto 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
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of the issuer becoming eligible for terminated of registration pursuant to
Section 12(g)(4) of the Securities Act of 1933; or (j) any action similar to
any of those enumerate above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Gold & Appel beneficially owns (i) 15,500,000 Ordinary Shares
and (ii) 2,428,056.88 ADS, which ADS represent 16,996,398.16 Ordinary Shares.
Thus, Gold & Appel beneficially owns an aggregate equivalent of 32,496,398.16
Ordinary Shares (collectively, the "Gold & Appel Shares"). The Gold & Appel
Shares represent approximately 26.50% of the Ordinary Shares which where
outstanding on December 12, 1997, based on information set forth in the
Issuer's Registration Statement on Form F-1, Registration No. 333-8074 (the
"F-1 Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on such date.
Mr. Anderson beneficially owns 162,615 Ordinary Shares (the "Anderson
Shares"). The Anderson Shares represent approximately 0.13% of the Ordinary
Shares which were outstanding on December 12, 1997, based on information set
forth in the F-1 Registration Statement.
The Foundation for the International Non-Governmental Development of
Space, a non-profit organization ("FINDS"), beneficially owns 1,515,094
Ordinary Shares. Mr. Anderson formerly was the President and a Director of
FINDS. Due to a recent corporate reorganization, Mr. Anderson no longer holds
these positions, although he remains a member of FINDS. Consequently, he no
longer has sole or shared authority to vote or to dispose of the FINDS shares,
and he thus disclaims beneficial ownership of the Ordinary Shares held by
FINDS. Accordingly, the Ordinary Shares beneficially owned by FINDS are not
included in the shares as to which beneficial ownership is reported pursuant
to this Schedule 13D.
(b) Mr. Anderson has the sole power to vote and dispose of the
Anderson Shares.
Gold & Appel has the sole power to vote the Gold & Appel Shares.
Mr. Anderson has the sole power to dispose of the Gold & Appel Shares
under the Power-of-Attorney described below. Pursuant to a power-of-attorney
dated January 6, 1995 (the "1995 Power-of-Attorney"), Gold & Appel appointed
Mr. Anderson as Gold & Appel's attorney-in-fact with the sole 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 Commission by Gold & Appel on January 21, 1997, with respect to the
common stock of US WATS, Inc. and is incorporated herein by this reference.
The terms of the 1995 Power-of-Attorney were renewed pursuant to a
power-of-attorney executed by Gold & Appel dated January 19, 1998 (the "1998
Page 5 of 8
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<PAGE>
Power of Attorney"), a copy of which is filed as Exhibit 7.2 to the Statement
filed with the Commission on January 27, 1998 (the 1995 Power-of-Attorney and
1998 Power-of-Attorney being referred to collectively as the
"Power-of-Attorney"). The Power-of-Attorney will terminate in accordance with
its terms on January 15, 2001.
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.
(c) During the past 30 days through the date hereof, (i) Mr. Anderson
did not purchase any securities of the Issuer, and (ii) Gold & Appel
purchased, in multiple transactions on the NASDAQ National Market, 52,500 ADS
representing an aggregate of 367,500 Ordinary Shares, as follows:
Purchases:
Date Number of ADS Price Per ADS (in U.S. Dollars)
09/02/98 2,000 $21.000
09/03/98 20,000 19.125
09/09/98 10,000 18.000
09/09/98 400 18.250
09/11/98 2,000 20.500
09/16/98 2,000 22.625
09/18/98 2,000 22.500
09/22/98 8,600 20.9593
09/23/98 4,300 21.3663
09/24/98 1,200 22.125
TOTAL: 52,500
(d) Except as set forth above, 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 Gold &
Appel Shares or the Anderson Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, 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 Gold & Appel Shares or the Anderson
Shares, finder's fees, joint ventures, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
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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.
Exhibit 7.2 Letter to the Company Secretary of the Issuer.
Page 7 of 8<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: October 12, 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 8 of 8
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: October 12, 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
Ocotober 12, 1998
The Company Secretary
Esprit Telecom Group plc.
Minerva House
Valpy Street
Dear Madam:
I write in my personal capacity and as a representative of Gold & Appel
Transfer S.A.
Gold & Appel Transfer S.A. and I being members of the Company holding not less
than 1/10 of the paid-up share capital of the Company carrying the right to
vote a general meetings of the Company, hereby require you, pursuant to
section 368 of the Companies Act of 1985, to convene and Extra Ordinary
General Meeting of the Company for the purposes of considering and if thought
fit passing the following resolutions:
1. THAT, with Immediate effect, David Oertle be removed as a director &
Chief Executive Officer.
2. THAT, with Immediate effect, John McMonigle be removed as a director.
3. THAT, with Immediate effect, Dominic Shorthouse be removed as a director.
4. THAT, with Immediate effect, if and in so far as he has been validly
appointed director and chairman, Sir Robin Biggam be removed as director
and chairman.
5. THAT with Immediate effect, any person appointed as director between
October 5, 1998 and the date of this meeting be removed as a director.
Yours truly,
/s/ Walt Anderson
Walt Anderson
/s/ Walt Anderson
Walt Anderson
For and on behalf of
Gold & Appel transfer S.A.
