SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
STARTEC GLOBAL COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock -- par value $.01 per share
(Title of Class of Securities)
85569E103
(CUSIP Number)
Sean P. McGuinness, Esq.
Swidler Berlin Shereff Friedman, LLP
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)
July 30, 1999
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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1 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 be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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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SCHEDULE 13D
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CUSIP No. 85569E103 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON: Gold & Appel Transfer, S.A.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
787,950 Shares of Common Stock
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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
787,950 Shares of Common Stock
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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)
8.39% (based on the information contained in the Issuer's Quarterly
Report on Form 10-Q filed with the Commission on May 7, 1999)
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14 TYPE OF REPORTING PERSON CO
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SCHEDULE 13D
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CUSIP No. 85569E103 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON: Walt Anderson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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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
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 787,950 Shares of Common Stock
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
787,950 Shares of Common Stock
- -----------------------------------------------------------------------------
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)
8.39% (based on the information contained in the Issuer's Quarterly
Report on Form 10-Q filed with the Commission on May 7, 1999)
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14 TYPE OF REPORTING PERSON IN
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.01 per share
(the "Common Shares"), of Startec Global Communications Corporation, a
Maryland corporation (the "Issuer"). The Issuer's principal executive offices
are located at 10411 Motor City Drive, Bethesda, Maryland 20817.
ITEM 2. IDENTITY AND BACKGROUND.
(a) (i) Gold & Appel Transfer, S.A. ("Gold & Appel"), a wholly
owned subsidiary of Iceberg Transport, S.A. ("Iceberg")
(ii) Walt Anderson
(b) (i) Gold & Appel
Omar Hodge Building
Wickhams Cay, Road Town
Tortula, British Virgin Islands
Iceberg
53rd Street (Calle 53)
Urbanizacion, Obarrio, Torre Swiss Bank
Panama City, Republic of Panama
(ii) Walt Anderson ("Mr. Anderson")
1023 31st Street, NW, 4th Floor
Washington, DC 20007
(c) (i) The principal business of Gold & Appel is venture
capital investment. The principal business of Iceberg
is research, from a financial investment basis, of
international development projects, and its
ownership of Gold & Appel.
(ii) Mr. Anderson's principal occupation is private financial
manager.
(d) Neither Gold & Appel nor Mr. Anderson, nor Iceberg nor any
director or executive officer of either Gold & Appel or Iceberg,
has been, during the past five years, convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither Gold & Appel nor Mr. Anderson, nor Iceberg nor any
director or executive officer of either Gold & Appel or Iceberg,
has been, during the past five years, 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.
(f) (i) Gold & Appel - British Virgin Islands
Iceberg - Republic of Panama
(ii) Walt Anderson - United States of America
Page 3 of 8
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Gold & Appel purchased a total of 787,950 Common Shares between
June 17, 1999 and August 4, 1999 on the NASDAQ National Market as set forth
below:
Date of Number of Purchase Price
Purchase Shares Per Share
6/17/99 4,800 $8.0000
6/18/99 500 8.2500
6/18/99 2,000 8.4375
6/18/99 2,800 8.5000
6/21/99 7,100 8.7500
6/22/99 2,100 9.3750
6/22/99 9,300 9.4375
6/23/99 6,500 9.5000
6/23/99 11,600 9.6250
6/23/99 8,000 9.5625
6/23/99 1,000 9.6875
6/23/99 12,900 9.7500
6/24/99 17,000 9.7500
6/24/99 5,000 9.6250
6/25/99 35,500 10.0000
6/25/99 1,200 9.7500
6/25/99 600 9.9375
6/25/99 2,500 9.8750
6/28/99 15,500 10.7500
6/28/99 1,500 10.6875
6/28/99 1,000 10.3750
6/28/99 2,000 10.5000
6/29/99 2,000 11.4375
6/29/99 1,000 11.3750
6/29/99 1,200 11.5000
6/30/99 2,500 12.0000
6/30/99 12,000 12.0000
7/01/99 1,000 11.8750
7/01/99 7,700 12.0000
7/02/99 7,800 12.0000
7/06/99 23,950 12.0000
7/07/99 4,200 12.1875
7/07/99 4,000 12.0000
7/07/99 5,600 12.2500
7/08/99 7,900 12.2500
7/13/99 2,600 14.0000
7/14/99 3,200 13.0000
7/15/99 7,000 13.2500
7/15/99 1,000 13.5000
7/16/99 1,000 13.5000
7/19/99 6,000 13.7500
7/19/99 10,000 13.4375
7/19/99 2,800 13.5000
7/22/99 7,000 14.5000
7/23/99 9,000 14.5000
7/26/99 5,200 14.5000
Page 4 of 8 Pages
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Date of Number of Purchase Price
Purchase Shares Per Share
7/27/99 1,000 14.5000
7/28/99 16,000 14.5000
7/28/99 8,100 14.4375
7/29/99 50,000 14.5000
7/29/99 1,000 13.2500
7/30/99 200 12.9375
7/30/99 2,400 13.0000
7/30/99 175,000 13.1250
8/02/99 3,100 13.0000
8/02/99 1,400 13.0625
8/02/99 192,700 13.1250
8/03/99 50,000 13.1250
8/04/99 1,000 13.5000
TOTAL 787,950
ITEM 4. PURPOSE OF TRANSACTION.
Gold & Appel acquired the above-mentioned Common Shares for investment
purposes. Mr. Anderson, on behalf of Gold & Appel, may determine to purchase
additional securities of the Issuer or to sell some or all of any of the Common
Shares Gold & Appel owns 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 Common Shares, 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;
(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;
Page 5 of 8 Pages
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(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 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.
Gold & Appel and 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Gold & Appel beneficially owns 787,950 Common Shares,
(the "Gold & Appel Shares") representing approximately 8.39%
of the outstanding Common Shares, based on the information
contained in the Issuer's Quarterly Report on Form 10-Q filed
with the Commission on May 7, 1999
(b) Mr. Anderson has the sole power to dispose of the Gold &
Appel 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 by virtue of the power-of-attorney dated
January 19, 1998 and remaining in full force and until
January 15, 2001, executed by Gold & Appel and appointing
thereunder Mr. Anderson as Gold & Appel's attorney-in-fact
(the "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 Common Shares
held by Gold & Appel. A copy of the Power-of-Attorney is
filed as Exhibit 7.2 to the Statement on Schedule 13D filed
with the SEC by Gold & Appel and Mr. Anderson, as joint
filers, with respect to the securities of Esprit Telecom
Group plc, on January 27, 1998, and is incorporated
herein by this reference. 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 60 days preceding the date of this Statement,
Gold & Appel acquired the Gold & Appel Shares as reported in
Item 3 above.
Page 6 of 8 Pages
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(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 Gold & Appel 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 Common Shares beneficially owned by Gold &
Appel, 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.
Page 7 of 8 Pages
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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: August 4, 1999
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
Page 8 of 8 Pages
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: August 4, 1999
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
