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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. 1 )*
-----
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
-------------------------------------------------------
(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)
January 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(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 12 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
513,445 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
513,445 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)
16.43%
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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 12 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 444,445 Shares of Common Stock
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,445 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)
16.43%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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>
Page 4 of 12
This Amendment No. 1 ("Amendment No. 1") 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"). All capitalized terms used and not
defined herein shall have the meanings ascribed to them in the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Gold & Appel purchased a total of 60,225 Common Shares between January
12, 1998 and January 29, 1998 on the NASDAQ National Market, as follows:
Date Number of Shares Price per Common Share
---- ---------------- ----------------------
01/12/98 1,500 28.00
01/15/98 2,500 28.50
01/15/98 2,000 27.75
01/16/98 17,500 28.50
01/16/98 1,000 29.25
01/16/98 500 27.75
01/20/98 5,000 30.00
01/20/98 1,000 29.00
01/21/98 1,500 30.25
01/22/98 1,000 30.00
01/23/98 3,000 30.00
01/26/98 1,000 30.00
01/26/98 2,025 29.75
01/27/98 10,000 30.00
01/27/98 2,500 30.125
01/28/98 1,500 30.50
01/29/98 5,000 30.50
01/29/98 1,700 30.375
TOTAL 60,225
In addition, Gold & Appel entered into three agreements, each entitled
an Agreement to Purchase Stock (each, an "Agreement") and dated as of January 6,
1998, providing for the purchase from Mr. Kevin A. Alward ("Mr. Alward") of an
aggregate of 290,000 Common Shares. The purchase of 30,000 of these 290,000
Common Shares was made pursuant to one Agreement and was previously reported in
the Statement.
Under another Agreement, 191,000 Common Shares were delivered to Gold &
Appel on January 22, 1998 for a total purchase price of $5,338,000. Under the
third Agreement, Mr. Alward is obligated to 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 non-refundable deposit of $621,000 toward the $2,746,2 00
purchase price. Under the third Agreement, Mr. Alward has agreed to grant to
Gold & Appel a proxy to vote said 69,000 Common Shares on any matters upon which
<PAGE>
Page 5 of 12
said shares may be voted until such time as the earlier of the delivery of the
purchase price or the termination of the third Agreement (the "Proxy").
All of the funds used to purchase the above-mentioned 60,225 Common
Shares acquired by Gold & Appel on the NASDAQ National Market and paid to date
by Gold & Appel under the Agreements 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 513,445 Common Shares (of which
69,000 Common Shares have not yet been acquired but may be
acquired under the third Agreement on October 1, 1998 but not
later than October 5, 1998, and are subject to the Proxy),
representing approximately 16.43% 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
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 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
<PAGE>
Page 6 of 12
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 513,445 Common Shares
(includes 69,000 Common Shares which may be acquired under the
third 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 444,445 Common Shares beneficially
owned by Gold & Appel under the Power-of-Attorney.
(c) Other than as reported in the Statement, as reported in item
3 above, Gold & Appel (i) purchased an aggregate of 60,225
Common Shares on the NASDAQ National Market , (ii) purchased
191,000 Common Shares pursuant to the second Agreement, and
(iii) acquired the right to purchase 69,000 Common Shares
pursuant to the third Agreement.
(d) No person is known by Gold & Appel nor my 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 third Agreement, Mr. Alward has the
sole right to receive dividends paid on the 69,000 Common
Shares subject to the third 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 second and third Agreements described
in item 3 above, copies of which second and third Agreements are attached to
this Statement as Exhibits 7.2 and 7.3, 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 (Agreement 2)
between Kevin A. Alward and Gold & Appel
dated January 6, 1998.
<PAGE>
Page 7 of 12
Exhibit 7.3 Agreement to Purchase Stock (Agreement 3)
between Kevin A. Alward and Gold & Appel
dated January 6, 1998.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to Schedule 13D
is true, complete and correct.
Date: January 30, 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 8 of 12
Exhibit 7.1
Joint Filing Agreement
The undersigned hereby agree that the Amendment No. 1 to Schedule 13D
to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on
behalf of each of us.
Date: January 30, 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 9 of 12
Exhibit 7.2
AGREEMENT TO PURCHASE STOCK
(AGREEMENT 2)
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,
191,000 shares of TELU (the "Shares") on February 16, 1998.
2. The purchase price will be $28.00 US Dollars per Share for a grand
total of $5,338,000.00 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 presently the holder of options which are
currently exercisable to acquire the Shares and that on or prior to February 16,
1998 he will exercise such options and become the sole owner of the Shares and
the Shares then may be sold by him without restrictions.
<PAGE>
Page 10 of 12
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.
By: /s/ Walt Anderson
-------------------------------
Name: Walt Anderson
Title: Power of Attorney in G&A
Page 11 of 12
Exhibit 7.3
AGREEMENT TO PURCHASE STOCK
(AGREEMENT 3)
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,
69,000 shares of TELU (the "Shares") on October 1, 1998.
2. The purchase price will be $39.80 US Dollars per Share for a grand
total of $2,746,200.00 US Dollars for the Shares (the "Purchase Price").
3. G&A agrees to pay to KA a deposit (the "Deposit") on account of the
Purchase Price of $621,000.00 US Dollars within five (5) days after the date of
this Agreement. In the event G&A for whatever reason does not complete the
purchase of the Shares by paying the balance of the Purchase Price on or before
October 5, 1998, then the Deposit will be forfeited and may be retained by KA
and this Agreement shall be terminated and of no further force and effect.
4. Upon receipt of the Deposit, KA agrees to deliver to Shanley &
Fisher, P.C., as escrow agent, the certificate(s) representing the Shares,
together with blank undated stock power(s) duly executed by KA, covering the
Shares, to be held in escrow. In the event that the full amount of the Purchase
Price is paid by G&A to KA on or before October 5, 1998, then such stock
certificate(s) and stock power(s) shall be delivered by the Escrow Agent to
First Montawk Securities for the account of G&A, DTC Participant No. 0270,
Account Name Gold & Appel Transfer S.A., Account No. [OMITTED]. However, in the
event that G&A does not pay the full Purchase Price on or before October 5,
1998, and this Agreement is terminated pursuant to Section 3 hereof, the Escrow
Agent shall return such stock certificate(s) and stock power(s) to KA.
5. KA also agrees that upon receipt of the Deposit he will grant to
G&A a proxy to vote the Shares as to any matters which may arise while this
Agreement is in effect. Such proxy shall automatically terminate when the full
Purchase Price has been paid by G&A to KA or this Agreement is terminated
pursuant to Section 3 hereof.
<PAGE>
Page 12 of 12
6. Payment of the Deposit and 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]
7. KA warrants that he is the sole owner of the Shares and the Shares
may be sold by him without restrictions.
8. 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.
By: /s/ Walt Anderson
-------------------------------
Name: Walt Anderson
Title: Power of Attorney in G&A
