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. 16)1
CAPSULE COMMUNICATIONS, INC.
(formerly known as US WATS, INC.)
(Name of Issuer)
COMMON STOCK -- PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
90337P10
--------
(CUSIP Number)
Walt Anderson
c/o Gold & Appel, S.A.
1023 31st Street, 4th Floor, Washington, D.C. 20007
202-467-1189
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 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 6 Pages)
------------------
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).
<PAGE>
<PAGE>
SCHEDULE 13D/A
---------------------- ----------------------
CUSIP No. 90337P10 Page 2 of 6
---------------------- ----------------------
----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Gold & Appel Transfer, S.A.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
----------------------------------------------------------------------------
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 ITEM 2(d) or 2(e) [ ]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 14,313,701
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING -------------------------------------------------------
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,313,701
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.05%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
------------------------------------------------------------------------------
<PAGE>
<PAGE> SCHEDULE 13D/A
------------------------ -------------------------
CUSIP No. 90337P10 Page 3 of 6
------------------------ -------------------------
------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Walt Anderson
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
------------------------------------------------------------------------------
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 ITEM 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
------------------------------------------------------------------------------
NUMBER 7. SOLE VOTING POWER 0
OF SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 14,313,701
REPORTING ----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,313,701
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.05%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
------------------------------------------------------------------------------
This Amendment No. 16 ("Amendment No. 16") 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 $.001 per share (the
"Common Shares"), of US WATS, Inc., a New York corporation (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 December 5, 1997
(the "Statement"), as amended by Amendment No. 1, Amendment No. 2 ,
Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment
No. 7, Amendment No. 8, Amendment No. 9,Amendment No. 10 , Amendment No. 11,
Amendment No. 12, Amendment No. 13, Amendment No. 14 and Amendment No. 15
thereto filed by Gold & Appel and Mr. Anderson as joint filers on December 17,
1997, January 6, 1998, February 25, 1998, March 17, 1998, March 30, 1998,
April 6, 1998, April 10, 1998, April 21, 1998, October 23, 1998, March 26,
1999, June 24, 1999, July 28, 1999, August 17, 1999, September 30, 1999, and
June 7, 2000 respectively ("Amendment No.1," "Amendment No. 2," "Amendment No.
3," "Amendment No. 4," "Amendment No. 5", "Amendment No. 6", "Amendment No.
7", "Amendment No. 8", "Amendment No. 9","Amendment No. 10", "Amendment No.
11", "Amendment No. 12", "Amendment No. 13", "Amendment No. 14" and "Amendment
No. 15" respectively). All capitalized terms used and not defined herein shall
have the meanings ascribed to them in the Statement, as amended by Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment
No. 10,Amendment No. 11, Amendment No. 12,Amendment No. 13, Amendment No. 14
and Amendment No. 15.
<PAGE>
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Pursuant to an Investment Agreement between Gold & Appel, Foundation for
International Non-Governmental Development of Space and Capsule
Communications, Inc. (the "Investment Agreement"), a copy of which was filed
as Exhibit 7.2 to Amendment No. 15, on May 30, 2000, Gold & Appel purchased
666,667 Common Shares at a purchase price of $1.50 per Common Share. The
Investment Agreement was amended by Amendment No. 1 to the Investment
Agreement dated as of June 30, 2000, a copy of which is filed herewith as
Exhibit 7.2. Pursuant to the Investment Agreement, as amended, on June 30,
2000, Gold & Appel purchased 720,000 Common Shares at a purchase price of
$1.25 per share.
All of the funds used to purchase the above-mentioned Common Shares from
Gold & Appel's general corporate funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
(a) Gold & Appel beneficially owns 14,313,701 Common Shares,
representing approximately 69.05% of the outstanding Common Shares, based on
the number of Common Shares outstanding as of May 8, 2000, pursuant to the
Issuer's Quarterly Report on Form 10-Q filed on May 15, 2000.
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 has 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 which is incorporated
herein by this reference. Under the Power-of-Attorney, Mr. Anderson may be
deemed the beneficial owner of the Common Shares held by Gold & Appel. Mr.
Anderson, however, disclaims beneficial ownership of the Common Shares held by
Gold & Appel.
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 2,164,833 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 14,313,701 Common
Shares. Mr. Anderson has the power, on behalf of Gold & Appel, to dispose of
the 14,313,701 Common Shares beneficially owned by Gold & Appel under the
Power-of-Attorney.
(c) Since the filing of Amendment No. 15, Gold & Appel purchased
720,000 Common Shares as set forth 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 Common Shares beneficially owned
by Gold & Appel or Mr. Anderson.
(e) Not applicable.
Page 4 of 6 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended as follows:
Except as stated in the Statement, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment
No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No.
10,Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14 and
Amendment No. 15 and for the Joint Filing Agreement attached to this Amendment
No. 16 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 or Mr. Anderson, 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 Amendment No. 11 to Schedule 13D.
Exhibit 7.2 Amendment No. 1 to Investment Agreement by and among Gold
& Appel Transfer S.A., Foundation for the International Non-Governmental
Development of Space and Capsule Communications, Inc.
Page 5 of 6 Pages
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 16 to Schedule 13D is
true, complete and correct.
Date: August 4, 2000
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 6 of 6 Pages
