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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. 2 )*
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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)
89151T 10-6
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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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 5, 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(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
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CUSIP No. 89151T 10-6 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
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
589,845 Shares of Common Stock (includes
shares pursuant to Agreement to purchase
69,000 Shares of Common Stock)
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,845 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)
18.87%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 89151T 10-6 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 520,845 Shares of Common Stock
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,845 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*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.87%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 2 ("Amendment No. 2") 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"). All capitalized terms
used and not defined herein shall have the meanings ascribed to them in the
Statement, as amended by Amendment No. 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Gold & Appel purchased a total of 76,400 Common Shares between January
30, 1998 and February 6, 1998 on the NASDAQ National Market, as follows:
Date Number of Shares Price per Common Share
---- ---------------- ----------------------
01/30/98 5,500 29.5000
02/02/98 33,000 30.3750
02/02/98 3,000 30.5625
02/02/98 22,000 30.6250
02/03/98 5,000 31.0000
02/05/98 2,500 31.2500
02/05/98 5,000 31.0000
02/06/98 400 31.1250
TOTAL 76,400
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, 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 76,400 Common
Shares acquired by Gold & Appel on the NASDAQ National Market came from Gold &
Appel's general corporate funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
Page 4 of 8
<PAGE>
(a) Gold & Appel beneficially owns 589,845 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 18.87% 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 and
remaining in full force and until January 15, 1998, executed
by Gold & Appel and appointing thereunder Mr. Anderson as Gold
& Appel's attorney-in-fact (the "1995 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
1995 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. The terms of the 1995 Power-of-Attorney
were renewed pursuant to a power-of-attorney from Gold & Appel
effective as of January 14, 1998 and remaining in full force
and until January 19, 1998, a copy of which is included
herewith as Exhibit 7.2 (the "January 14, 1998
Power-of-Attorney") and a power-of-attorney from Gold & Appel
dated January 19, 1998 and remaining in full force and until
January 15, 2001, a copy of which is filed as Exhibit 7.2 to
the Statement on Schedule 13D filed with the U.S. Securities
and Exchange Commission by Gold & Appel and Walt 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 (the "January 19, 1998
Power-of-Attorney") (the 1995 Power-of-Attorney, January 14,
1998 Power of Attorney and January 19, 1998 Power-of-Attorney
being referred to collectively as the "Power-of-Attorney").
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 29,465 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 589,845 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 520,845 Common Shares beneficially owned by
Gold & Appel under the Power-of-Attorney.
(c) Since the filing of Amendment No. 1, as reported in item 3
above, Gold & Appel purchased an aggregate of 76,400 Common
Shares on the NASDAQ National Market.
(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
Page 5 of 8
<PAGE>
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 and the Proxy 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 Statement.
Exhibit 7.2 Power-of-Attorney effective as of January 14,
1998 from Gold & Appel appointing Walt Anderson
as attorney-in-fact for Gold & Appel.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to Schedule 13D
is true, complete and correct.
Date: February 11, 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
Page 6 of 8
Exhibit 7.1
Joint Filing Agreement
The undersigned hereby agree that the Amendment No. 2 to Schedule 13D
to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on
behalf of each of us.
Date: February 11, 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
Page 7 of 8
Exhibit 7.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS
That the undersigned, GOLD & APPEL TRANSFER S.A., hereinafter "the
Company", a company organized and existing under the International Business
Companies Ordinance, 1984 of the British Virgin Islands, having its Registered
Office at Omar Hodge Building, Wickham's Cay, Road Town, Tortola, British Virgin
Islands, DOES HEREBY APPOINT Walt Anderson as the Attorney-in-Fact of the
Company, to be the true and lawful Attorney-in-Fact of the Company effective
commencing as of January 14, 1998 and remaining in full force and until January
19, 1998 (the "Effective Period"), and does ratify all actions taken by such
Attorney-in-Fact during the Effective Period, conferring upon him during the
Effective Period, authority and power to buy, sell and trade public and private
shares, futures, bonds, Mutual funds and/or any other financial instruments on
behalf of the Company effective as of January 14, 1998 through January 19, 1998,
and does ratify all actions taken by such Attorney-in-Fact during the Effective
Period; to set up Stock of Future accounts in the name of the Company and to
manage trades or assign others to manage trades in these accounts; to use the
funds of the Company to set up other corporations, partnerships, trusts or
individuals; to arrange for Loans to the Company and to use the property of the
Company as collateral for said loan; to set up and to close or terminate, bank
accounts of any type, in any currency, anywhere in the world, in the name of the
Company and to act as the trustee and manager of those accounts; to sign any
agreements on behalf of the Company and to bind the Company to any agreement
relating to any transaction allowed under this power. The Attorney-in-Fact has
the authority to sign any resolutions needed to open the accounts authorized
under this power of attorney and to act for the Board of Directors and the
Company in all matter relating to the opening, management, funds transfers and
closing of said accounts during the Effective Period. This Power of Attorney
shall remain in full force and until the 19th day of January, 1998.
IN WITNESS WHEREOF, this Power of Attorney is granted in Tortola,
British Virgin Islands, as of the 14th day of January, 1998.
GOLD & APPEL TRANSFER S.A.
/s/ Rosa Restrepo
--------------------------------------
Servco Limited-Sole Director
BY: ROSA RESTREPO, ASSISTANT SECRETARY
Page 8 of 8
