<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SONUS COMMUNICATION HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
700505
(CUSIP Number)
Thomas A. Huser, Esq.
Quadrant Management, Inc.
720 5th Avenue, 9th Floor
New York, New York 10019
212-231-3900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 5, 2000
(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 this statement [ ].
(Continued on following page(s)
Page 1 of 9 Pages
Exhibit Index Appears on Page 5)
<PAGE> 2
CUSIP NO. 700505 13D Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evansville Limited (no Fed. I.D. No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP. (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER 7 SOLE VOTING POWER 545,370 Shares
OF _____________________________________________________
WARRANTS
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED _____________________________________________________
BY
EACH 9 SOLE DISPOSITIVE POWER 545,370 Shares
REPORTING _____________________________________________________
PERSON
WITH 10 SHARED DISPOSITIVE POWER NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 545,370 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.59%
14 TYPE OF REPORTING PERSON CO
2
<PAGE> 3
CUSIP NO. 700505 13D Page 3 of 11 pages
Item 1 SECURITY AND ISSUER
This Statement on Schedule 13D, filed with respect to events that
occurred on January 5, 2000, relates to shares of Common Stock, par value $0.001
per share, of Sonus Communication Holdings, Inc., a Delaware corporation (the
"Common Stock" and the "Issuer", respectively), whose principal executive
offices are located at 1600 Wilson Boulevard Arlington, VA 22209.
Item 2 IDENTITY AND BACKGROUND
This Statement is filed by Evansville Limited, a British Virgin Islands
corporation ("Evansville").
Evansville may be deemed to be controlled by the Phyllis Quasha
Revocable Trust. Phyllis G. Quasha, as the settlor of the Trust, may be deemed
to control the Trust. Based upon the foregoing considerations, for purposes of
General Instruction C to Schedule 13D, the Phyllis Quasha Revocable Trust and
Phyllis G. Quasha (collectively, the "Instruction C Persons") may be deemed to
control Evansville.
Exhibit A sets forth the name, place of organization, principal
business, address of principal business and address of principal office of
Evansville and each Instruction C Person.
The name, citizenship, business address and present principal
occupation or employment of each executive officer and director of Evansville
and each of the Instruction C Persons, as well as the name, principal business
and address of the corporation or other organization in which such occupation or
employment is conducted, are set forth in Exhibit B.
During the five years prior to the date hereof, neither Evansville nor,
to the best of their knowledge, any of the Instruction C Persons or any
executive officer or director of Evansville or any of the Instruction C Persons,
(i) have been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The funds for purchase by Evansville of the 545,370 shares of Common
Stock held by it, an aggregate of $674,999.50, came from the general corporate
funds of Evansville.
3
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CUSIP NO. 700505 13D Page 4 of 11 Pages
Item 4 PURPOSE OF THE TRANSACTION
On January 21, 1999, the Reporting Person purchased from Sonus
Communications, Inc. a Virginia Corporation ("Sonus") and a wholly-owned
subsidiary of the Issuer 175,000 shares of its common stock for an aggregate
purchase price of $175,000. Pursuant to a merger between the Issuer and the The
Park Group Ltd., these shares were automatically converted into shares of Common
Stock of the Issuer on a one-for-one basis as of April 16, 1999. On January 5,
2000, the Reporting Person purchased from the Issuer an additional 370,370
shares of Common Stock for an aggregate purchase price of $499,999.50.
Item 5 INTEREST IN SECURITIES OF THE ISSUER
(a) & (b) The Issuer currently has a total of 5,687,788 shares of
Common Stock issued and outstanding according to information made publicly
available by the Issuer.
Pursuant to Rule 13d-3, the Reporting Person may be deemed to
beneficially own an aggregate of 545,370 shares of Common Stock. Pursuant to
Rule 13d-3(d)(1)(i), such 545,370 Shares constitute an aggregate of
approximately 9.59% of the outstanding Common Stock.
(c) Other than the transactions described in this Statement, no
transactions in the shares of Common Stock have been effected during the past 60
days by Evansville, or, any of the persons named in Exhibit B.
(d) Inapplicable
(e) Inapplicable
Item 6 Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
Neither Evansville nor, to the best of its knowledge, any executive
officer or director thereof, has any contract, arrangement, understanding or
relationship with one or more security holders of the Issuer or others, with
respect to the purchase, holding, voting or disposition of shares of Common
Stock or other securities of the Issuer which are convertible or exercisable
into such shares. Each of such persons reserves the right to enter into any such
contract, arrangement, understanding or relationship in the future.
4
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CUSIP NO. 700505 13D Page 5 of 11 Pages
Item 7 Material to be Filed as Exhibits Page
Exhibit A: Information concerning
Reporting Persons and Instruction C Persons. -7-
Exhibit B: Information concerning
Reporting Persons' and Instruction C Persons' Officers,
Directors and Others. -8-
Exhibit C: Power of Attorney of
Evansville Limited granted to Thomas A. Huser. -9-
5
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CUSIP NO. 700505 13D Page 6 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 17th, 2000.
EVANSVILLE LIMITED
By: /s/ Thomas A. Huser
--------------------
Thomas A. Huser
Attorney-in-Fact
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CUSIP NO. 700505 13D Page 7 of 11 Pages
<TABLE>
<CAPTION>
EXHIBIT A
---------
<S> <C>
Name: Evansville Limited
Place of Organization: British Virgin Islands
Principal Business: A Holding Company
Address: P.O. Box 438
Road Town, Tortola
British Virgin Islands
Address of Principal Office: P.O. Box 438
Road Town, Tortola
British Virgin Islands
</TABLE>
7
<PAGE> 2
CUSIP NO. 700505 13D Page 8 of 11 Pages
<TABLE>
<CAPTION>
EXHIBIT A
---------
<S> <C>
Name: Phyllis Grant Quasha Revocable Trust
Place of Organization: Bermuda
Principal Business: A personal trust
Address of Principal Business: c/o Bermuda Trust Company Limited
Bank of Bermuda Building
Front Street
Hamilton, Bermuda HM11
Address of Principal Office: c/o Bermuda Trust Company Limited
Bank of Bermuda Building
Front Street
Hamilton, Bermuda HM11
</TABLE>
8
<PAGE> 3
CUSIP NO. 700505 13D Page 9 of 11 Pages
<TABLE>
<CAPTION>
EXHIBIT A
---------
<S> <C>
Name: Phyllis Grant Quasha
Residence Address: Flat 6, 31 Pont Street
London SW1, England
Principal Occupation: Private Investor
Citizenship: Australia
</TABLE>
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CUSIP NO. 700505 13D Page 10 of 11 Pages
EXHIBIT B
---------
EVANSVILLE LIMITED
------------------
<TABLE>
<CAPTION>
Position
Name with Company Occupation Principal Address
- ---- ------------ ---------- -----------------
<S> <C> <C> <C>
F.M.C. Limited Director Management P.O. Box 438
Company Road Town, Tortola
British Virgin Islands
S.C.S. Limited Director Management P.O. Box 438
Company Road Town, Tortola
British Virgin Islands
Insinger de Beaufort Director Management P.O. Box 438
Company Road Town, Tortola
British Virgin Islands
</TABLE>
PHYLLIS GRANT QUASHA REVOCABLE TRUST
------------------------------------
<TABLE>
<S> <C> <C> <C>
Grosvenor Trust Co. Director Management Airlie House
Company 33 Church Street
Hamilton, Bermuda
Phyllis G. Quasha Settlor Private Investor Flat 6,
31 Pont Street
London SW1, England
</TABLE>
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<PAGE> 1
CUSIP NO. 700505 13D Page 11 of 11 Pages
EXHIBIT C
---------
LIMITED POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS that Evansville Limited (the
"Corporation") does hereby make, constitute and appoint THOMAS A. HUSER as true
and lawful attorney-in-fact of the Corporation, to act in the name, place and
stead of the Corporation.
To negotiate, execute and deliver any and all agreements, documents,
instruments and certificates, and to take any and all actions, of whatever kind,
with regard, directly or indirectly, to any filings, notices, authorizations or
actions required or advisable to be made with, given to, obtained from or
otherwise to comply with the rules and regulations of the Securities and
Exchange Commission, and state or any other governmental office or body, in
connection with the record of beneficial ownership or other interest by the
Corporation of, or any transactions relating in any way to, any securities of
Sonus Communication Holdings, Inc., including, without limitation, (1) any
statements on Schedule 13D and any amendments thereto, (2) any joint filing
agreements pursuant to Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, and any amendments thereto, (3) any initial statements
of beneficial ownership on Form 3, and (4) any statements of Change in
beneficial ownership on Form 4 or Form 5.
Giving and granting unto said attorney-in-fact full power and authority
to do and perform any and every act whatsoever requisite, necessary, or in the
opinion of said attorney-in-fact, desirable to be done in connection with the
foregoing, as fully and to intents and purposes as the undersigned might or
could do if personally present, by its officers, hereby ratifying and confirming
all acts that said attorney-in-fact shall do or cause to be done by virtue
hereof.
The Corporation hereby agrees to indemnify and hold harmless the
attorney-in-fact for any claims, liabilities, costs or expenses, including
reasonable attorney's fees, incurred by said attorney-in-fact arising out of, or
in any way connected with, performance by said attorney-in-fact of any and all
acts duly authorized hereunder by the Corporation unless such claims arise out
of the wilful or grossly negligent disregard by such attorney-in-fact of his
obligation hereunder.
This Power of Attorney shall expire on January 17, 2001.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be duly executed this 17th day of January, 2000.
EVANSVILLE LIMITED
By: F.M.C. LIMITED, sole director
/s/ Susan Demers
- ----------------
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