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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934)
(Amendment No. ___)*
ESPIRIT TELECOM GROUP PLC
(Name of Issuer)
American Depositary Shares representing Ordinary Shares, nominal value 1p each
(Title of Class of Securities)
29665W104
(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)
November 26, 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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------------------
CUSIP No. 29665W104 Page 2 of 12 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
20,246,098 Ordinary Shares
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
20,246,098 Ordinary Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.51%
- --------------------------------------------------------------------------------
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.
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------------------
CUSIP No. 29665W104 Page 3 of 12 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
162,615 Ordinary Shares
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 20,408,713 Ordinary Shares
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,408,713 Ordinary Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.64%
- --------------------------------------------------------------------------------
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.
<PAGE>
Page 4 of 11
ITEM 1. SECURITY AND ISSUER
This Statement relates to American Depositary Shares ("ADS" or "ADS's")
and Ordinary Shares ("Ordinary Shares") of Esprit Telecom Group plc, a public
limited company incorporated under the laws of England and Wales (the "Issuer").
Each ADS is evidenced by an American Depositary Receipt and represents the right
to receive seven Ordinary Shares, nominal value one (U.K.) pence (1p) each. The
Issuer's principal executive offices are located at Minerva House, Valpy Street,
Reading, RG1 1AR United Kingdom.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Gold & Appel Transfer, S.A., a British
Virgin Islands corporation ("Gold & Appel"), and Walt Anderson, a natural person
and a citizen of the United States of America ("Mr. Anderson"), as joint filers.
Gold & Appel, which is wholly owned by Iceberg Transport, S.A., a
corporation organized under the laws of the Republic of Panama ("Iceberg"), has
its principal place of business in the Omar Hodge Building, Wickhams Cay, Road
Town, Tortula, British Virgin Islands. Gold & Appel's principal business is
making capital venture investments. Iceberg's principal place of business is
located at 53rd Street (Calle 53), Urbanizacion, Obarrio, Torre Swiss Bank,
Panama City, Republic of Panama. Iceberg's principal business is research, from
a financial investment basis, of international development projects, and its
ownership of Gold & Appel. Gold & Appel's directors and executive officers are
as follows:
<TABLE>
<CAPTION>
Position with
Name Gold & Appel Business Address Principal Occupation
- ---- ------------- ---------------- --------------------
<S><C>
Servco Limited Sole Director* Omar Hodge Building Corporate Management
Wickhams Cay Road Town, and Consulting
Tortula, British Virgin Islands
Rose Restrepo Authorized Signatory Omar Hodge Building Corporate Management
for Servco Limited Wickhams Cay Road Town, and Consulting
Tortula, British Virgin Islands
Walt Anderson Secretary* 3050 K Street, NW Suite 250 Chairman of the Board of
Washington, DC 20007 the Issuer
</TABLE>
* Mr. Anderson is also attorney-in-fact for Gold & Appel, which has no president
or treasurer (such duties are filled by Servco Limited, as Gold & Appel's sole
director). See item 5(a) below.
Iceberg's directors and executive officers are as follows:
<PAGE>
Page 5 of 11
<TABLE>
<CAPTION>
Position with Principal
Name Iceberg Business Address Occupation Citizenship
- ---- ------------- ---------------- ---------- -----------
<S><C>
Pablo Javier Espana Director and 53 Street (Calle 53) Attorney, Republic of Panama
President Urbanizacion, Obarrio Morgan & Morgan
Torre Swiss Bank
Panama City
Republic of Panama
Adelina M. Director and 53 Street (Calle 53) Attorney, Republic of Panama
DE Estribi Secretary Urbanizacion, Obarrio Morgan & Morgan
Torre Swiss Bank
Panama City
Republic of Panama
Aida May Bings Director and 53 Street (Calle 53) Attorney, Republic of Panama
Treasurer Urbanizacion, Obarrio Morgan & Morgan
Torre Swiss Bank
Panama City
Republic of Panama
</TABLE>
Mr. Anderson's business address is 3050 K Street, NW, Suite 250,
Washington, DC 20007. Mr. Anderson's principal occupation is Chairman of the
Issuer's board of directors. Mr. Anderson also is the Secretary of Gold &
Appel, for which he is attorney-in-fact.
Neither Gold & Appel nor Mr. Anderson, nor Iceberg nor any director or
executive officer of either Gold & Appel or Iceberg named above, has been,
during the past five years, convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of which he was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Gold & Appel owns 15,500,000 Ordinary Shares which it acquired from
Esprit Telecom Limited, a predecessor company of the Issuer ("Esprit Telecom
Limited"), on June 27, 1991.
As set forth in the table below, Gold & Appel (i) purchased a total of
482,300 ADS's between June 10, 1997 and January 8, 1998, on the NASDAQ National
Market; (ii) purchased an aggregate of 210,000 ADS's in four separate, private
transactions, on, respectively, October 14, 1997, November 26, 1997, December 3,
1997 and January 9, 1998; and (iii) transferred 14,286 ADS's to an individual,
without consideration, on December 16, 1997 (the Ordinary Shares and ADS's owned
by Gold & Appel being referred to collectively as the "Gold & Appel Shares").
<PAGE>
Page 6 of 11
Price per ADS
Date Number of ADS's (in U.S. dollars)
---- --------------- -----------------
06/10/97 4,000 8.1250000
08/28/97 1,500 5.8750000
09/02/97 2,000 6.0000000
09/02/97 4,800 5.9375000
09/03/97 150,000 6.0625000
10/14/97 (1) 148,572 (1) 6.0000000 (1)
11/26/97 (2) 33,928 (2) 5.3750000 (2)
11/26/97 60,000 5.6250000
11/26/97 5,000 5.7500000
11/26/97 2,500 6.0000000
12/01/97 20,000 6.7500000
12/02/97 10,000 8.1250000
12/03/97 (1) 3,500 (1) 6.2500000 (1)
12/05/97 5,000 8.5000000
12/10/97 10,000 8.5000000
12/15/97 2,500 10.8750000
12/16/97 20,000 11.5000000
12/16/97 10,000 11.6250000
12/16/97 (3) (14,286) (3) 0.0000000 (3)
12/22/97 17,500 11.2500000
12/22/97 2,500 11.1250000
12/23/97 10,000 11.1250000
12/29/97 50,000 11.2500000
12/30/97 50,000 11.1250000
01/02/98 10,000 11.0000000
01/05/98 10,000 11.0000000
01/06/98 5,000 11.0000000
01/08/98 10,000 11.0000000
01/08/98 10,000 10.8750000
01/09/98 (2) 24,000 (2) 11.0000000 (2)
TOTAL 678,014
(1) Purchase in a private transaction.
(2) Purchase from Mr. Anderson in a private transaction.
(3) Transfer for no consideration to an individual.
<PAGE>
Page 7 of 11
All of the funds used by Gold & Appel to purchase the above-listed Ordinary
Shares and ADS's came from Gold & Appel's general corporate funds.
Mr. Anderson acquired 338,700 Ordinary Shares at a per share price of
one (U.K.) pence (1p) on January 2, 1997 pursuant to the exercise of options
issued under an option plan maintained by the Issuer's immediate predecessor
company, Esprit Telecom (Jersey) Limited. At such time, Mr. Anderson also held
237,500 Ordinary Shares acquired from Esprit Telecom Limited. Mr. Anderson
subsequently sold (i) such 237,500 Ordinary Shares, representing approximately
33,928 ADS's, to Gold & Appe1 on November 26, 1997 at $5.375 per ADS; (ii) 1,155
ADS's representing 8,085 Ordinary Shares on December 23, 1997 on the NASDAQ
National Market at $10.94 per ADS; and (iii) 24,000 ADS's representing 168,000
Ordinary Shares on January 9, 1998 to Gold & Appel at $11.00 per ADS. Mr.
Anderson currently owns 162,615 Ordinary Shares ( the "Anderson Shares").
ITEM 4. PURPOSE OF TRANSACTION.
Gold & Appel acquired the Gold & Appel Shares for investment purposes.
Mr. Anderson, in the name of and on behalf of Gold & Appel, may determine to
purchase additional securities of the Issuer or to sell some or all of any of
the Gold & Appel 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 Issuer's securities, other opportunities
available to Gold & Appel, general economic conditions, money and stock market
conditions, and other further developments.
Except as described herein, neither Gold & Appel nor Mr. Anderson, on
behalf of Gold & Appel, has any 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 Issuer's present board of directors or
management, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the Issuer's board of directors;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
<PAGE>
Page 8 of 11
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter or bylaws 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 debited 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 of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Mr. Anderson, on behalf of Gold & Appel, may, at any time and from time
to time review or reconsider the position of Gold & Appel and formulate plans or
proposals with respect to the Issuer and its securities, but has no current
intention of doing so.
Mr. Anderson acquired the Anderson Shares for investment purposes. Mr.
Anderson, acting in his own behalf, may determine to purchase additional
securities of the Issuer or to sell some or all of any of the Anderson Shares at
any time in private or market transactions depending on market conditions, his
evaluation of the Issuer's business, prospects and financial condition, the
market for the Issuer's securities, other opportunities available to Mr.
Anderson, general economic conditions, money and stock market conditions, and
other further developments. Excluding action taken in his capacity as Chairman
of the Issuer's board of directors, Mr. Anderson, acting in his own behalf, has
no plans or proposals which relate to or would result in the matters enumerated
in (a)-(j) above.
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
<PAGE>
Page 9 of 11
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 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 included herewith as
Exhibit 7.2 (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 2,500,000 Ordinary Shares and 120,000 ADS's
representing an aggregate of 3,340,000 Ordinary Shares. Mr.
Anderson does not have a controlling interest in FINDS and
thus disclaims beneficial ownership of the Ordinary Shares and
ADS's 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.
(c) As reported in item 3 above, during the past 60 days through
the date hereof, (i) Gold & Appel purchased, in multiple
transactions, an aggregate of 381,428 ADS's, representing
2,669,996 Ordinary Shares and transferred, for no
consideration, 14,286 ADS's, representing 100,002 Ordinary
Shares, (ii) Mr. Anderson sold 59,083 ADS's, representing
413,581 Ordinary Shares, in three separate transactions and
(iii) FINDS purchased 20,000 ADS's on the NASDAQ National
Market, as follows:
Price per ADS
Date Number of ADS's (in U.S. dollars)
---- --------------- -----------------
12/22/97 10,000 11.375
12/23/97 10,000 11.500
(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.
<PAGE>
Page 10 of 11
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.
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 dated January 19, 1998, from
Gold & Appel appointing Walt Anderson as
attorney-in-fact for Gold & Appel.
<PAGE>
Page 11 of 11
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: January 27, 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
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: January 27, 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
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 APPOINTS Walt Anderson as the Attorney-in-Fact of the
Company, to be the true and lawful Attorney-in-Fact of the Company, conferring
upon him, 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; 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. This Power of Attorney shall remain in full force and
until the 15th day of January, 2001.
IN WITNESS WHEREOF, this Power of Attorney is granted in Tortola,
British Virgin Islands, on this 19th day of January, 1998.
GOLD & APPEL TRANSFER S.A.
/s/ Rosa Restrepo
---------------------------------------
Servco Limited-Sole Director
BY: ROSA RESTREPO, ASSISTANT SECRETARY
