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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
(Rule 13d - 101)
Under the Securities Exchange Act of 1934
(Amendment No. 4 )
CTI Group (Holdings), Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
116431105
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(CUSIP Number)
Stephen T. Burdumy, Esq.
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
1401 Walnut Street
Philadelphia, PA 19102
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 11, 1997
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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. / /
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.
(Continued on following pages)
Page 1 of 7
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| CUSIP No. 116431105 | | Page 2 of 7 Pages |
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Paul Johns
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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 Kingdom
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7 SOLE VOTING POWER 1,899,721
NUMBER OF ---------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 1,720,574
PERSON ---------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,899,721
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| CUSIP No. 116431105 | | Page 3 of 7 Pages |
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.5%
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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| CUSIP No. 116431105 | | Page4 of 7 Pages |
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
ANTHONY PAUL JOHNS
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
CTI GROUP (HOLDINGS), INC.
This statement (the "Statement" or "Amendment No. 4") relates to the
common stock, $.01 par value per share (the "Common Stock") of CTI Group
(Holdings), Inc., a Delaware corporation formerly known as Communications
Group, Inc. (the "Issuer"). This Statement constitutes Amendment No. 4 to
the Schedule 13D of Anthony Paul Johns ("Mr. Johns"), initially filed on or
about May 31, 1990 (as amended, the "Initial Statement"). This is the first
amendment to the Initial Statement to be filed electronically. Accordingly,
pursuant to Rule 13d-2(c) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), this Amendment No. 4 is a restatement
of the Initial Statement.
Item 1. Security and Issuer
This Statement relates to a class of equity securities of CTI Group
(Holdings) Inc., a Delaware corporation formerly known as Communications
Group, Inc, designated by the Issuer as its Common Stock, par value $0.01 per
share. The address of the Issuer's principal executive office is 901 South
Trooper Road, Valley Forge, Pennsylvania 19484.
Item 2. Identity and Background
(a) The person filing this statement is Anthony Paul Johns.
(b-c) Mr. Johns' business address is 901 South Trooper Road, Valley
Forge, Pennsylvania 19484. His present principal occupation is President and
Chief Executive Officer of the Issuer.
(d) During the last five (5) years, Mr. Johns has not been convicted
in any criminal proceedings.
(e) During the last five (5) years, Mr. Johns has not been party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which has resulted in his being subject to a judgment, decree or
final order enjoining future obligations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
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| CUSIP No. 116431105 | | Page 5 of 7 Pages |
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(f) Mr. Johns is a citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration
On November 11, 1997, Mr. Johns purchased from John J. Perri, the former
President of CTI Soft-Com, Inc., a subsidiary of the Issuer ("Mr. Perri"),
pursuant to a Stock Purchase Agreement, dated November 11, 1997, between
these two individuals, 200,000 shares of Common Stock at a price of Forty
Cents per share, for an aggregate price of Eighty Thousand Dollars. These
shares were purchased with personal funds. Mr. Johns also received from Mr.
Perri, pursuant to the Stock Purchase Agreement, an irrevocable proxy in
favor of Mr. Johns for all voting rights relating to an additional 179,147
shares of Common Stock.
Item 4. Purpose of Transaction
Mr. Johns acquired the shares of Common Stock which are reported herein
as being owned by him in order to make a substantial equity investment in the
Issuer. He intends to continuously review and monitor his equity position in
the Issuer.
Whether Mr. Johns purchases or sells any shares of Common Stock in the
future, and the amount and timing of any such purchases or sales, if any,
will depend on his continuing assessment of pertinent factors, including,
without limitation, the following: regulatory, legal and other
considerations; the availability of shares for purchase at particular price
levels; the Issuer's business; other business and investment opportunities
available to Mr. Johns; economic conditions; stock market and money market
conditions; the availability and cost of financing; and, any other of Mr.
Johns' plans and requirements.
Independent of the ownership of Common Stock reported herein, Mr. Johns
is in a position which provides him with day to day control of the Issuer's
affairs. As a director and executive officer of the Issuer, Mr. Johns has
and will, from time to time, assess and analyze possible corporate
transactions of which the Issuer could take advantage. Mr. Johns has
discussed, generally, many possible transactions and structures for the
future of the Issuer. None of such discussions has, at this time, gone
beyond the most preliminary of stages. Other than as set forth below Mr.
Johns, in his capacity as a stockholder, does not have any specific present
plans or proposals, based upon the ownership of Common Stock reported herein
or otherwise, which relate to, or would result in: (a) an extraordinary
corporate transaction, such as a merger, reorganization or liquidating
involving the Issuer; (b) a sale or transfer of a material amount of the
assets of the Issuer or its subsidiaries; (c) any change in the present board
of directors or management of the Issuer; (d) any material change in the
present capitalization or dividend policy of the Issuer; (e) any other
material changes in the Issuer's corporate structure or business; (f) any
changes in the Issuer's charter, bylaws, or instruments corresponding thereto
or other actions which might impede the acquisition of control of the Issuer
by any person; (g) a class of securities of the Issuer ceasing to be
authorized to be quoted in an interdealer quotation system of a registered
national securities association; (h) a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to the
Exchange Act or (i) any action similar to any of those enumerated above. The
Company has entered into a letter of intent with Siemens PLC to acquire for
cash its telemarketing products and services business operated through
Siemens' Databit Ltd. Division.
Based upon the position of Mr. Johns as a director and Chief Executive
Officer of the Issuer, Mr. Johns is limited in his ability to freely buy and
sell Common Stock due to certain constraints, which result from the
provisions of the Exchange Act, concerning such issues as insider trading and
short-swing profit recapture. Notwithstanding anything else contained herein
to the contrary, the ownership of the Common Stock reported herein and/or
further
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| CUSIP No. 116431105 | | Page 6 of 7 Pages |
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purchases of Common Stock by Mr. Johns, if any, could have the effect of 1)
perpetuating present management of the Issuer; and 2) further inhibiting
business combinations attempted without the prior approval of the Issuer's
board of directors, unsolicited takeovers and/or changes in control of Issuer.
Item 5. Interest in Securities of the Issuer
(a-b) As of the close of business on December 15, 1997, Mr. Johns is
the beneficial owner of, and has sole voting power with respect to, 1,899,721
shares of issued and outstanding Common Stock (including 50,000 shares
issuable upon the exercise of immediately exercisable options), which shares
constitute approximately 29.5% of the outstanding shares of Common Stock of
the Issuer (based upon 6,390,314 shares of Common Stock outstanding according
to the Issuer's Quarterly Report on Form 10-QSB for the period ended
September 30, 1997).
Of these 1,899,721 shares, Mr. Johns has sole dispositive power
with respect to 1,720,574. The 179,147 remaining shares are held by Mr.
Perri but are subject to the irrevocable proxy in favor of Mr. Johns for all
voting rights referred to in Item 3 above.
(c) On November 11, 1997, Mr. Johns gave 100,000 shares of Common
Stock, including all rights relating thereto, to his son as a gift.
On December 2, 1997 Mr. Johns sold 20,000 shares of Common Stock,
in a market transaction, at Thirty-Three Cents per share, for an aggregate
price of Six Thousand Six Hundred Dollars. Except for such transaction, the
transaction described in Item 3 above and the gift described in this Item
5(c), Mr. Johns has not effected any transactions in the securities of the
Issuer during the past sixty (60) days.
(d) Except for the 179,147 shares retained by Mr. Perri, for which Mr.
Johns has voting rights, as described above, no persons, other than Mr.
Johns, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares retained by Mr.
Johns.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits.
None.
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| CUSIP No. 116431105 | | Page 7 of 7 Pages |
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SIGNATURE
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.
December 17, 1997 /s/ Anthony Paul Johns
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Date Anthony Paul Johns
