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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. 4 )*
TOTAL-TEL USA COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK -- PAR VALUE $.05 PER SHARE
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(Title of Class of Securities)
89151T10-6
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(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)
MARCH 6, 1998
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(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(d)(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.
*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).
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)
<PAGE>
CUSIP No.: 89151T10-6..............................
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1.Names of Reporting Persons: GOLD & APPEL TRANSFER, S.A.
I.R.S. Identification No. of above persons (entities only).
.......................................................................
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2.Check the Appropriate Box If a Member of a Group (See Instructions)
(a) ...........................................................................
(b) ...........................................................................
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3.Sec Use Only..................................................................
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4.Source of Funds (See Instructions): 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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Number of 7. Sole Voting Power: 726,917 SHARES OF COMMON STOCK
Shares (INCLUDES SHARES PURSUANT TO AGREEMENT TO PURCHASE
Beneficially 69,000 SHARES OF COMMON STOCK)............................
Owned by -----------------------------------------------------------
Each Reporting 8. Shared Voting Power: 0................................
Person -----------------------------------------------------------
With 9. Sole Dispositive Power: 0.............................
-----------------------------------------------------------
10. Shared Dispositive Power: 0...........................
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 726,917 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 (See
Instructions) .............................................................
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13. Percent of Class Represented by Amount in Row (11): 22.76%.................
14. Type of Reporting Person (See Instructions): CO
.......................................................................
.......................................................................
.......................................................................
.......................................................................
2
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CUSIP No.: 89151T10-6..............................
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1. Names of Reporting Persons: WALT ANDERSON
I.R.S. Identification No. of above persons (entities only).
.......................................................................
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) .........................................................................
(b) .........................................................................
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3. Sec Use Only.................................................................
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4. Source of Funds (See Instructions): OO......................................
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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: UNITED STATES OF AMERICA...............
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Number of 7. Sole Voting Power: 0..................................
Shares -----------------------------------------------------------
Beneficially 8.Shared Voting Power: 0.................................
Owned by -----------------------------------------------------------
Each Reporting 9.Sole Dispositive Power: 657,917 SHARES OF COMMON STOCK..
Person -----------------------------------------------------------
With 10.Shared Dispositive Power: 0............................
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 726,917 SHARES
OF COMMON STOCK (INCLUDES SHARES PURSUANT TO AGREEMENT TO PURCHASE 69,000
SHARES OF COMMON STOCK).....................................................
- --------------------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) .............................................................
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 22.76%.................
14. Type of Reporting Person (See Instructions): IN
.......................................................................
.......................................................................
.......................................................................
.......................................................................
3
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This Amendment No. 4 ("Amendment No. 4") 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, 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") and Amendment No. 3 thereto filed
on March 4, 1998 ("Amendment No. 3"). 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 and Amendment No. 3.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 is supplemented as follows:
Gold & Appel purchased a total of 17,800 Common Shares between March 2,
1998 and March 11, 1998 on the NASDAQ National Market, as follows:
Date Number of Shares Price per Common Share
---- ---------------- ----------------------
03/02/98 2,500 36.1250
03/05/98 4,200 38.5000
03/09/98 3,000 37.3750
03/10/98 3,000 37.6875
03/10/98 3,500 37.9107*
03/11/98 1,600 38.0000
TOTAL 17,800
* Represents average price per share
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, a copy of which is included herewith as Exhibit 7.2 (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").
Also, under a Stock Sale and Option Agreement dated February 20, 1998
between Gold & Appel and Mr. Jeff Slater ("Mr. Slater"), a copy of which is
included herewith as Exhibit 7.3, Gold & Appel purchased 4,772 Common Shares
from Mr. Slater for $326,619, representing a purchase price of $68.4449 per
share, and acquired, for $1.00, options to purchase 34,900 Common Shares at $30
per share and an additional 5,000 shares also at $30
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<PAGE>
per share. Gold & Appel subsequently exercised such options on or about March 6,
1998, thereby acquiring 39,900 Common Shares pursuant to such exercises of
options.
All of the funds used to purchase the above-mentioned 17,800 Common
Shares acquired by Gold & Appel on the NASDAQ National Market, and 44,672 Common
Shares acquired from Mr. Slater, came 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 726,917 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 22.76% 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 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 35,465 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 726,917 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 657,917 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 and Amendment
No. 3, (i) Gold & Appel purchased an aggregate 17,800 Common
Shares on the NASDAQ National Market, and 44,672 Common
Shares in a private transaction as reported in item 3 above,
and (ii) FINDS purchased 1,000 Common Shares on the NASDAQ
National Market on March 2, 1998 at $36.00 per share, and
2,000 Common Shares on the NASDAQ National Market on March 4,
1998 at $36.75 per share.
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<PAGE>
(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. CONTRACT, 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, Proxy Agreement and Stock Sale and
Option Agreement described in item 3 above, 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. 3 to Schedule 13D.
Exhibit 7.2 Proxy Agreement dated Febaruary 24, 1998, between
Kevin A. Alward and Gold & Appel.
Exhibit 7.3 Stock Sale and Option Agreement dated
February 20, 1998, between Gold & Appel and
Jeff Slater.
6
<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. 4 to Schedule 13D
is true, complete and correct.
Date: March 13, 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
7
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 4 to Schedule 13D
to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on
behalf of each of us.
Date: March 13, 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
8
EXHIBIT 7.2
PROXY AGREEMENT
For good and valuable consideration, and as contemplated by Section 5
of that Agreement to Purchase Stock made as of January 6, 1998 between Kevin A.
Alward of 182 Powell Road, Allendale, New Jersey 07401 ("Alward"), and Gold &
Appel Transfer, S.A., a British Virgin Islands corporation ("G&A"), in respect
of 69,000 shares of common stock, par value $0.05 per share, of Total-Tel USA
Communications, Inc., a Delaware corporation (the "Company"), which 69,000
shares (the "Shares") Alward owns, beneficially or of record, and has agreed to
sell to G&A in October 1998 under the above-mentioned Agreement to Purchase
Stock (the "Agreement"), Alward hereby constitutes and appoints G&A as the sole
and exclusive and true and lawful agent, attorney-in-fact and proxy of Alward,
with full power of substitution and resubstitution, to vote or direct the voting
of the Shares, at any and all annual or special meetings of the holders of the
Company's common stock, and otherwise to act in respect of the Shares by written
consent in lieu of a meeting of stockholders, even while the Shares remain
registered in Alward's name, as fully as Alward could vote and act, on any
election of directors of the Company and on any other matters submitted to the
stockholders, whether or not required by applicable law, including, without
limitation, mergers, consolidations, asset sales and amendments to the Company's
certificate of incorporation, and to exercise all of Alward's rights in respect
of the Shares to call a meeting of the Company's stockholders to consider any of
the foregoing or any other matter, all until the earlier of (a) G&A's payment of
the full purchase price for the Shares under the Agreement and (b) the date of
termination of such Agreement pursuant to Section 3 thereof (the "Termination
Date").
Alward also hereby agrees (a) to execute such additional documents and
to take such additional actions as G&A may request to effectuate or further
secure and protect the rights of G&A under the foregoing proxy (the "Proxy");
(b) that the Proxy is coupled with an interest in the Shares and in the Company,
and shall be irrevocable until the Termination Date; (c) that Alward will cause
the record owner of the Shares, if different from himself, to vote such Shares
in conformity with the purpose of this Proxy; (d) that if any additional common
stock or other capital stock of the Company is distributed
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<PAGE>
in respect of the Shares, whether as a dividend or otherwise, such capital stock
shall automatically become subject to this Proxy and deemed to be "Shares" for
all purposes hereof; (e) the term "Company" for all purposes hereof and of all
rights of G&A hereunder shall mean, in addition to Total-Tel Communications,
Inc., any corporation or corporation's successor to it, and if such succession
occurs, the successor corporation's capital stock received by Alward in respect
of the Shares shall automatically be subject to this Proxy and deemed to be
"Shares" for all purposes hereof; (f) that G&A's rights hereunder are unique and
that G&A will not have adequate remedies at law for Alward's failure to perform
his obligations hereunder and, as a result, G&A shall have the right to specific
performance and equitable injunctive relief for the enforcement of such
obligations; (g) [clause deleted by the parties hereto]; and (h) that this Proxy
shall be governed by the laws of the State of Delaware.
Dated: February 24, 1998 /s/ Kevin A. Alward
-------------------------------
Kevin A. Alward
Accepted as of the date first written above:
Gold & Appel Transfer, S.A.
By: /s/ Walt Anderson
------------------------------------
Walt Anderson, as Attorney-in-Fact
10
EXHIBIT 7.3
STOCK SALE AND OPTION AGREEMENT
This last and final agreement is made by Gold and Appel Transfer S.A.
(G&A) a British Virgin Islands Corporation located at Omar Hodges Building,
Wickhams Cay, Road Town, Tortula, British Virgin Islands and Jeff Slater (JS) an
individual, residing at W69 N450 Fox Pointe Avenue, Cedarburg, WI 53012, and
supercedes all previous written and oral agreements.
THE PARTIES AGREE AS FOLLOWS:
1. JS warrants that he owns 4,772 shares of TotalTel stock (symbol TELU)
in certificate form. JS further warrants that he has options which
give him the right to purchase up to 34,900 shares of TotalTel. JS
further warrants he holds options which give him the right to purchase
up to 5,000 unregistered shares of TotalTel.
2. JS warrants that the 4,772 shares, 34,900 stock options and the 5,000
unregistered stock options are free of any lien or encumbrances and
that he has the right to exercise these options at any time by paying
the option price.
3. G&A warrants that once it obtains the 5,000 unregistered shares that
it shall either hold the unregistered TotalTel shares for investment
purposes only or shall register the TotalTel shares itself at its
expense or shall compel TotalTel to register the shares at its
expense. G&A shall indemnify and hold JS harmless should it not be
able to register, sell, or otherwise dispose of the unregistered
TotalTel shares. G&A further agrees to bear all legal costs whatsoever
associated with the registration or disposal of the unregistered
shares.
4. JS agrees to sell G&A 4,772 shares of TotalTel stock for $326,619.
Immediately upon the receipt of $326,619 US Dollars, and in no case
later than one working day, JS agrees to deliver via overnight courier
or in person the stock certificate for the 4,772 shares and also to
deliver via separate overnight courier package or in person a valid
stock transfer power ordering the transfer of shares to G&A. Stock
transfer power must be properly notarized by an authorized bank or
brokerage firm.
5. JS agrees to sell an OPTION to G&A which will grant G&A the right to
purchase shares from JS. This OPTION will have the following
conditions:
- G&A will make a one-time payment of $1 US
Dollar for this OPTION.
- G&A shall have the option to purchase
34,900 shares of TotalTel stock from JS
for a price of $30 per share by giving
notice in writing. Immediately upon
giving notice in writing, JS agrees to
immediately, but in no case later than
five (5) working days, pay TotalTel the
appropriate amount to exercise these
options for 34,900 shares and to
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have the shares placed in the form of a
stock certificate in the name of JS and
arrange to have this certificate
delivered to him as soon as possible and
to notify G&A of such delivery.
- Upon notification of delivery G&A shall
provide payment of $1,047,000 US Dollars
via wire transfer or other mutually
agreed upon exchange. Immediately upon
receipt of such payment, and in no case
later than one (1) working day, JS agrees
to deliver via overnight courier or in
person the stock certificate for the
34,900 shares and also to deliver via
separate overnight courier package or in
person a valid stock transfer power
ordering the transfer of shares to G&A.
Stock transfer power must be properly
notarized by an authorized bank or
brokerage firm.
- G&A shall have the option to purchase
5,000 unregistered shares of TotalTel for
$30 per share. G&A shall provide to JS a
letter or other such form which states
that G&A understands such shares have not
been registered by TotalTel under the
Securities Act of 1933, and that G&A
intends to hold the shares for investment
purposes only. Upon receiving such notice
in writing, JS agrees to immediately, but
in no case later than five (5) working
days, pay TotalTel the appropriate amount
to exercise these options for 5,000
unregistered shares and to have the
shares placed in the form of a restricted
stock certificate in the name of JS and
arrange to have this certificate
delivered to him as soon as possible and
to notify G&A of such delivery.
- Upon notification of such delivery, G&A
shall provide payment of $150,000 US
Dollars via wire transfer or other
mutually agreed upon exchange.
Immediately upon receipt of such payment,
and in no case later than one (1) working
day, JS agrees to deliver via overnight
courier or in person the restricted stock
certificate for the 5,000 shares and also
to deliver via separate overnight courier
package or in person a valid stock
transfer power ordering the transfer of
shares to G&A. Stock transfer power must
be properly notarized by an authorized
bank or brokerage firm.
- The intent of this OPTION by both parties
is for G&A to be able to acquire all
44,672 TotalTel shares from JS in the
most rapid and timely fashion possible.
Time is of the essence in this
transaction and JS and G&A agree to act
at all times to complete this transaction
as rapidly as possible.
- This OPTION shall remain in effect for a
period of 180 days from the date this
agreement is signed. In the event G&A
does not exercise its
12
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rights under this OPTION, then this
OPTION will lapse and the OPTION payment
shall be kept by JS. In addition, should
this OPTION lapse, the parties agree that
damages to JS shall be difficult or
impossible to ascertain. Therefore, G&A
shall pay to JS a cancellation fee of
$178,688 as liquidated damages should
this OPTION lapse. In the event that G&A
exercises any of its rights under this
OPTION the terms and conditions of this
OPTION will remain until all shares are
delivered to G&A.
- In the event JS is not able to comply
with the terms of this OPTION for these
shares within the 180 day period, then
the purchase price of the option will be
refunded to G&A immediately. In the event
JS has made a good faith effort to
acquire all shares contemplated under
this option, but is not able to deliver
said shares, G&A shall use its best
efforts to assist in the delivery of said
shares and shall hold this OPTION open
during such time.
6. All payments under this agreement shall be made via wire transfer per
instructions given by each party in writing unless other arrangements
are made and mutually agreed in writing by both parties.
7. This agreement shall be interpreted under the laws of Virginia.
8. All notices to be delivered under this agreement will be considered
delivered if sent via courier with signed receipt to the address above
for JS and to the address and contact below for G&A:
Walt Anderson c/o Entree
International 3050 K Street, NW,
Suite 250 Washington, DC 20007
Phone 202-467-1189
9. No party to this agreement may assign or transfer the obligations
hereunder.
13
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10. If any portion of this agreement is found to be unenforceable for any
reason then all other parts of the agreement will still be binding on
the parties.
Jeff Slater Gold and Appel Transfer
/s/ Jeff Slater /s/ Walt Anderson
- -------------------------- ----------------------------
(Signature) (Signature)
2/20/98 2/21/98
- -------------------------- ----------------------------
Date Date
14
