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.2)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)
March 15, 2000
(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 7 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 7 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
927,750 Shares of Common Stock
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,750 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)
7.66% (based on the information contained in the Issuer's Annual
Report of Form 10-K filed with the Commission on March 27, 2000)
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14 TYPE OF REPORTING PERSON CO
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<PAGE>
SCHEDULE 13D
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CUSIP No. 85569E103 Page 3 of 7 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
11,600 Shares of Common Stock
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 939,350 Shares of Common Stock
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,350 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)
7.76% (based on the information contained in the Issuer's Annual
Report on Form 10-K filed with the Commission on March 27, 2000)
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14 TYPE OF REPORTING PERSON IN
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This Amendment No. 2 ("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 common stock, par value $.01 per share
(the "Common Shares"), of Startec Global Communications Corporation, a
Maryland corporation (the "Issuer") amends and/or supplements, as indicated,
Items 3, 5, 6 and 7 of the Schedule 13D filed by Gold & Appel and Mr.
Anderson, as joint filers, on August 4, 1999 (the "Statement"), as amended by
Amendment No. 1 thereto filed with the SEC on August 12, 1999 ("Amendment No.
1"). All capitalized terms used and not defined herein shall have the
meanings ascribed to them in the Statement.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Between February 1, 2000 and March 15, 2000, Gold & Appel sold a total
of 99,800 Common Shares on the NASDAQ National Market as set forth below:
Date of Number of Sale Price
Sale Shares Per Share
03/01/00 1,000 28.75000
03/01/00 11,000 28.50000
03/01/00 2,000 28.87500
03/01/00 2,000 29.00000
03/01/00 3,000 28.78125
03/02/00 300 28.68750
03/02/00 9,000 27.00000
03/02/00 700 28.75000
03/03/00 5,000 26.50000
03/03/00 5,000 28.12500
03/07/00 3,100 25.50000
03/07/00 1,900 25.62500
03/07/00 100 25.68750
03/08/00 700 26.62500
03/08/00 10,000 26.00000
03/08/00 5,000 26.25000
03/09/00 2,000 27.50000
03/10/00 8,000 27.31250
03/10/00 5,000 28.00000
03/13/00 5,000 27.50000
03/13/00 4,000 27.87500
03/13/00 1,000 28.18750
03/14/00 2,000 28.00000
03/14/00 3,000 27.87500
03/15/00 5,000 27.50000
03/15/00 5,000 27.62500
TOTAL 99,800
In addition, between February 24, 2000 and March 1, 2000, Mr. Anderson
sold a total of 25,900 Common Shares on the NASDAQ National Market as set
forth below:
Date of Number of Sale Price
Sale Shares Per Share
02/24/00 8,500 $27.6618
02/28/00 6,500 27.1250
02/29/00 5,900 27.0000
03/01/00 5,000 28.8750
TOTAL: 25,900
Page 4 of 7
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Gold & Appel beneficially owns 927,750 Common Shares,
(the "Gold & Appel Shares") representing approximately
7.66% of the outstanding Common Shares, based on the
information contained in the Issuer's Anuual Report on
Form 10-K filed with the Commission on March 27, 2000.
Mr. Anderson beneficially owns 11,600 Common Shares (the
"Anderson Shares") representing approximately .09% of
the outstanding Common Shares, based on the information
contained in the Issuer's Annual Report on Form 10-Q
filed with the Commission on March 27, 2000.
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 28,700 Common Shares. Mr. Anderson does not have
any pecuniary interest in FINDS, nor does he have the power
to control the voting or disposition of the Common Shares
held by FINDS, and thus he disclaims beneficial ownership of
the Common Shares held by FINDS.
(b) 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.
Mr. Anderson has the sole power to vote and dispose of the
Anderson Shares.
(c) During the 60 days preceding the date of this Statement,
Gold & Appel sold the Gold & Appel Shares and Mr.
Anderson sold the Anderson Shares as reported in
Item 3 above.
(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.
Page 5 of 7 Pages
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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 6 of 7 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: April 10, 2000
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 7 of 7 Pages
Exhibit 7.1
Joint Filing Agreement
The undersigned hereby agree that the Amendment No. 2 to 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: April 10, 2000
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
