SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
TOTAL-TEL USA COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK -- PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
89151T10-6
(CUSIP Number)
Morris F. DeFeo, Jr.
Swidler & Berlin, Chartered
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 23-March 30, 1998
(Dates of Events Which Require 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-(b)(3) or (4), check the following
box [ ].
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.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1746 (10-97)
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SCHEDULE 13D/A
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CUSIP No. 89151T10-6 Page 1 of 7 Pages
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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
SHARES 928,817 (Includes Shares pursuant to agreement to
BENEFICIALLY purchase 69,000 Shares of Common Stock)
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 0
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
928,817 Shares of Common Stock (Includes Shares pursuant to agreement to
purchase 69,000 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) 29.72%
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14. TYPE OF REPORTING PERSON* CO
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SCHEDULE 13D/A
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CUSIP No. 89151T10-6 Page 2 of 7 Pages
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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*
OO
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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
SHARES 0
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 859,817
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
928,817 Shares of Common Stock (Includes Shares pursuant to agreement to
purchase 69,000 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) 29.72%
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14. TYPE OF REPORTING PERSON* IN
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This Amendment No. 6 ("Amendment No. 5") 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 $.05 per share (the
"Common Shares"), of Total-Tel USA Communications, Inc., a New Jersey
corporation (the "Issuer"), amends and/or supplements, as indicated, Items 3,
4, 5, 6 and 7 of the Schedule 13D filed by Gold & Appel and Mr. Anderson as
joint filers on January 16, 1998 (the "Statement"), as amended by Amendment
No. 1 thereto filed on January 30, 1998 ("Amendment No. 1"), Amendment No. 2
thereto filed on February 13, 1998 ("Amendment No. 2"), Amendment No. 3
thereto filed on March 4, 1998 ("Amendment No. 3"), Amendment No. 4 thereto
filed on March 13, 1998 ("Amendment No. 4") and Amendment No. 5 thereto filed
March 30, 1998 ("Amendment No. 5"). 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
and Amendment No. 5.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Gold & Appel purchased a total of 184,550 Common Shares between March 23, 1998
and March 25, 1998 on the NASDAQ National Market, as follows:
Date Number of Shares Price Per Common Share
---- --------------------- ----------------------
03/23/98 1,000 39.00
03/24/98 11,000 39.50
03/25/98 5,350 39.9375
TOTAL 17,350
In addition, under an Agreement to Purchase Stock dated as of January 6,
1998 between Mr. Kevin A. Alward ("Mr. Alward") and Gold & Appel (the
"Agreement"), which Agreement was disclosed in Amendment No. 1, Mr. Alward is
obligated to sell and deliver 69,000 Common Shares to Gold & Appel at the time
Gold & Appel delivers the purchase price of $2,746,200 therefor on October 1,
1998, but not later than October 5, 1998. Gold & Appel has paid Mr. Alward a
nonrefundable deposit of $621,000 toward the $2,746,2 00 purchase price. Under
the Agreement, and a Proxy Agreement dated February 24, 1998 between Mr.
Alward and Gold & Appel, which was disclosed in Amendment No. 4 (the "Proxy
Agreement"), Mr. Alward has agreed to grant to Gold & Appel a proxy to vote
said 69,000 Common Shares on any matters upon which said shares may be
voted until such time as the earlier of the delivery of the purchase price or
the termination of the Agreement (the "Proxy").
All of the funds used to purchase the above-mentioned 17,350 Common Shares
acquired by Gold & Appel on the NASDAQ National Market came from Gold &
Appel's general corporate funds.
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 in market transactions or
otherwise 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. Gold & Appel may seek to effect changes in the
management and/or board of directors of the Issuer.
Except as described herein, at the present time, 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 of additional securities of the Issuer, or
the disposition of securities of the Issuer;
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(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;
(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.
Item 5 is amended as follows:
(a) Gold & Appel beneficially owns 928,817 Common Shares (of which
69,000 Common Shares have not yet been acquired but may be acquired under the
Agreement on October 1, 1998 but not later than October 5, 1998, and are
subject to the Proxy), representing approximately 29.72% of the outstanding
Common Shares, based on the outstanding shares as of December 11, 1997
pursuant to the Issuer's Report on Form 10-Q filed with the U.S. Securities
and Exchange Commission on December 15, 1997.
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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 U.S. Securities
and Exchange Commission by Gold & Appel with respect to the common stock 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 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 47,465 Common Shares. Mr.
Anderson does not have a controlling interest in FINDS and thus disclaims
beneficial ownership of the Common Shares held by FINDS.
(b) Gold & Appel has the sole power to vote 928,817 Common Shares
(includes 69,000 Common Shares which may be acquired under the Agreement and
which are subject to the Proxy). Mr. Anderson has the power, in the name of
and on behalf of Gold & Appel, to dispose of the 859,817 Common Shares
beneficially owned by Gold & Appel under the Power-of-Attorney.
(c) During the past 60 days and other than as reported in the
Statement and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4 and Amendment No. 5, Gold & Appel purchased an aggregate 17,350 Common
Shares on the NASDAQ National Market as reported in item 3 above.
(d) No 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. Until the delivery of the Common Shares to Gold & Appel
pursuant to the Agreement, Mr. Alward has the sole right to receive dividends
paid on the 69,000 Common Shares subject to the Agreement. Mr. Alward has the
sole right to receive the proceeds from the sale of said shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended as follows:
Except for the Power-of-Attorney, the Joint Filing Agreement attached to this
Statement as Exhibit 7.1 and the Agreement and Proxy Agreement described in
item 3 above, neither Gold & Appel nor Mr. Anderson has any contract,
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arangement, 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. 6 to Schedule 13D.
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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 Amendment No. 5 to Schedule 13D is
true, complete and correct.
Date: April 6, 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
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EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 5 to Schedule 13D to which
this Joint Filing Agreement is attached as Exhibit
7.1, is filed on behalf of each of us.
Date: April 6, 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
