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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. 3 )*
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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)
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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 24, 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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7. Sole Voting Power:
Number Of 664,445 Shares of Common Stock (includes
Shares shares pursuant to Agreement to purchase
Beneficially 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:
664,445 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
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11): 21.26%
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14. Type of Reporting Person (See Instructions): CO
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2
<PAGE>
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 9. Sole Dispositive Power:
Reporting 595,445 Shares of Common Stock
Person ----------------------------------------------------
With 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned By Each Reporting Person:
664,445 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
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11): 21.26%
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14. Type of Reporting Person (See Instructions): IN
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3
<PAGE>
This Amendment No. 3 ("Amendment No. 3") 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") and Amendment No. 2
thereto filed on February 13, 1998 ("Amendment No. 2"). All capitalized terms
used and not defined herein shall have the meanings ascribed to them in the
Statement, as amended by Amendment No. 1 and Amendment No. 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Gold & Appel purchased a total of 74,600 Common Shares between February
9, 1998 and February 27, 1998 on the NASDAQ National Market, as follows:
Date Number of Shares Price per Common Share
---- ---------------- ----------------------
02/09/98 1,000 31.000
02/11/98 7,000 32.000
02/12/98 2,100 32.000
02/13/98 1,600 32.000
02/18/98 400 32.000
02/18/98 2,000 31.125
02/18/98 1,000 32.375
02/20/98 300 32.000
02/23/98 3,000 32.500
02/23/98 6,500 32.625
02/24/98 10,100 33.750
02/25/98 14,800 36.875
02/26/98 23,000 37.625
02/27/98 1,800 36.625
TOTAL 74,600
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 $2,746,200 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
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<PAGE>
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 74,600 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:
(a) Gold & Appel beneficially owns 664,445 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 21.26% 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 32,465 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 664,445 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 595,445 Common Shares beneficially owned by
Gold & Appel under the Power-of-Attorney.
(c) Since the filing of Amendment No. 2, (i) Gold & Appel
purchased an aggregate of 74,600 Common Shares on the NASDAQ
National Market, as reported in item 3 above, and (ii) FINDS
purchased 3,000 Common Shares on the NASDAQ National Market on
February 26, 1998 at $37.50 per share.
(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
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SEC 1746 (10-97)
<PAGE>
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 Amendment No. 3 to
Schedule 13D.
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<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. 3 to Schedule 13D
is true, complete and correct.
Date: March 3, 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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SEC 1746 (10-97)
Exhibit 7.1
Joint Filing Agreement
The undersigned hereby agree that the Amendment No. 3 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 3, 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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