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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. ___)*
TOTAL-TEL USA COMMUNICATIONS, INC.
(Name of Issuer)
Common Stock -- par value $.05 per share
(Title of Class of Securities)
89151T 10-6
(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)
January 6, 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).
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------------------
CUSIP No. 89151T 10-6 Page of 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
193,200 Shares of Common Stock
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 193,220 Shares of Common Stock
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,220 Shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.18%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, 2 of 7
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------------------
CUSIP No. 89151T 10-6 Page of 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
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 193,220 Shares of Common Stock
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
193,220 Shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.18%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, 2 of 7
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $.05 per share
(the "Common Shares"), of Total-Tel USA Communications, Inc., a New Jersey
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 150 Clove Road, 8th Floor, Little Falls, NJ 07424.
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 Directors of Esprit
Telecom Group plc
</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.
<PAGE>
Iceberg's directors and executive officers are as follows:
<TABLE>
<CAPTION>
Position with Principal
Name Iceberg Business Address Occupation Citizenship
- ---- ------------- ---------------- ---------- -----------
<S><C>
Pablo Javier Espina 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 Biggs 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
board of directors of Esprit Telecom Group plc ("Esprit"), a communications
carrier formed as a public limited company under the laws of England and Wales,
the business address of which is Minerva House, Valpy Street, Reading, United
Kingdom. 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 purchased a total of 193,220 Common Shares between
November 6, 1997 and January 14, 1998 as set forth below, (i) of which 163,220
were purchased on the NASDAQ National Market, and (ii) 30,000 were purchased in
a private transaction pursuant to an Agreement to Purchase Stock between Mr.
Kevin A. Alward and Gold & Appel dated January 6, 1998, a copy of which is
included herewith as Exhibit 7.2.
<PAGE>
Date Number of Shares Price per Common Share
---- ---------------- ----------------------
11/6/97 3,500 27.000
11/7/97 7,620 27.500
11/7/97 7,100 27.750
11/10/97 3,000 27.250
11/10/97 7,500 27.625
11/10/97 500 27.750
11/12/97 5,000 27.750
11/13/97 2,500 28.000
11/14/97 3,000 28.500
11/14/97 2,500 28.750
11/17/97 5,000 28.500
11/18/97 3,500 28.875
11/20/97 37,500 28.750
11/21/97 2,000 28.000
11/21/97 2,500 28.875
11/28/97 2,000 29.000
12/1/97 5,000 29.250
12/1/97 2,500 29.500
12/2/97 45,000 29.500
12/8/97 2,500 28.875
12/19/97 3,000 29.000
1/6/98 4,000 29.500
1/10/98* 30,000* 39.800*
1/13/98 6,000 28.250
1/14/98 500 28.250
TOTAL 193,220
- --------
*Purchase in a private transaction. See items 6 and 7 below.
<PAGE>
All of the funds used to purchase the above-mentioned 193,220 Common Shares
acquired by Gold & Appel 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 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;
(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.
<PAGE>
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 193,220 Common Shares,
representing approximately 6.18% 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.
By virtue of the power-of-attorney dated January 6, 1995,
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, and therefore
may also be deemed the beneficial owner of such 193,220 Common
Shares. Mr. Anderson, however, disclaims beneficial ownership
of the Common Shares held by Gold & Appel. A copy of the
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.
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 51,465 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 193,220 Common Shares.
Mr. Anderson has the power, in the name of and on behalf of
Gold & Appel, to dispose of the 193,220 Common Shares
beneficially owned by Gold & Appel under the
Power-of-Attorney.
(c) During the 60 days preceding the date of this Statement, (i)
Gold & Appel purchased an aggregate of 151,000 Common Shares
as reported in item 3 above, and (ii) FINDS purchased 3,500
Common Shares in the NASDAQ National Market between November
24, 1997 and December 22, 1997, as follows:
Date Number of Shares Price per Common Share
---- ---------------- ----------------------
11/24/97 3,500 29.000
11/25/97 5,500 29.000
11/26/97 2,000 29.000
12/10/97 10,000 29.625
12/22/97 2,500 29.000
TOTAL 23,500
<PAGE>
(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.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except for the Power-of-Attorney, the Joint Filing
Agreement attached to this Statement as Exhibit 7.1 and the
Agreement to Purchase Stock described in item 3 above and a
copy of which is attached to this Statement as Exhibit 7.2,
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 Statement.
Exhibit 7.2 Agreement to Purchase Stock between Kevin A.
Alward and Gold & Appel dated January 6, 1998.
<PAGE>
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 14, 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 14, 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
AGREEMENT TO PURCHASE STOCK
(AGREEMENT 1)
THIS AGREEMENT is made as of January 6, 1998 by and between KEVIN A.
ALWARD (KA), residing at 182 Powell Road, Allendale, New Jersey 07401, and GOLD
& APPEL TRANSFER S.A. (G&A), a British Virgin Islands corporation, with an
address at Omar Hodges Building, Wickhams Cay, Road Town, Tortula, British
Virgin Islands.
WHEREAS, KA owns certain shares and options of Total-Tel U.S.A.
Communications, Inc., a New Jersey corporation listed on Nasdaq as TELU; and
WHEREAS, G&A wishes to purchase some of the TELU shares owned by KA.
NOW, THEREFORE, the parties agree as follows:
1. G&A agrees to purchase from KA, and KA agrees to sell to G&A, 30,000
shares of TELU (the "Shares") on January 10, 1998.
2. The purchase price will be $39.80 US Dollars per Share for a grand
total of $1,194,000.00 US Dollars for the Shares (the "Purchase Price").
3. Payment of the Purchase Price by G&A will be made by wire transfer
of immediately available federal funds to KA per the following wire transfer
instructions:
[OMITTED]
4. KA agrees to deliver to First Montawk Securities for the account of
G&A stock certificate(s) representing the Shares duly endorsed for transfer to
First Montawk Securities, DTC Participant No. 0270, Account Name G&A Transfer
S.A., Account No. [OMITTED], as soon as immediately available funds representing
the Purchase Price are transferred by G&A to the account specified by KA.
5. KA warrants that he is the sole owner of the Shares and the Shares
may be sold by him without restrictions.
<PAGE>
6. G&A represents that it is acquiring the Shares in a private
transaction for its own account for investment and not with a view to the resale
or distribution thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ KEVIN A. ALWARD
_____________________________
KEVIN A. ALWARD
GOLD & APPEL TRANSFER S.A.
/s/ WALT ANDERSON
By: _________________________
Name: WALT ANDERSON
Title: POWER OF ATTORNEY
-2-
