UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Executive TeleCard, Ltd.
______________________________________________________________
(Name of Issuer)
Common Stock $.001 Par Value
______________________________________________________________
(Title of Class of Securities)
301601 10 0
____________________________________________________
(CUSIP Number)
Ms. Chan Su Shan, Company Secretary, Singapore Telecommunications Limited
31 Exeter Road, Comcentre, Singapore 239732, Republic of Singapore
(011) (65) 838-2201 */
____________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 1995
____________________________________________________
(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 <square>.
Check the following box if a fee is being paid with the statement <square>. (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).
*/With a copy to: Phillip L. Spector, Esq., Paul, Weiss, Rifkind,
Wharton & Garrison, 1615 L Street, N.W., Suite 1300, Washington, DC
20036, (202) 223-7340.
<PAGE>
SCHEDULE 13D
CUSIP NO. 301601 10 0 Page 2 of Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Singapore Telecommunications Limited
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)
(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:
Republic of Singapore
7) SOLE VOTING POWER: 1,151,200 shares
NUMBER OF
SHARES 8) SHARED VOTING POWER: 0 shares
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER: 1,151,200 shares
EACH
REPORTING 10) SHARED DISPOSITIVE POWER: 0 shares
PERSON
WITH
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,151,200 shares
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.0%
14) TYPE OF REPORTING PERSON:
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 301601 10 0 Page 3 of Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Temasek Holdings (Private) Limited
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A)
(B)
3) SEC USE ONLY:
4) SOURCE OF FUNDS:
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
6) CITIZENSHIP OR PLACE OF ORGANIZATION:
Republic of Singapore
7) SOLE VOTING POWER: 1,151,200 shares
NUMBER OF
SHARES 8) SHARED VOTING POWER: 0 shares
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER: 1,151,200 shares
EACH
REPORTING 10) SHARED DISPOSITIVE POWER: 0 shares
PERSON
WITH
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,151,200 shares
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.0%
14) TYPE OF REPORTING PERSON:
HC
AMENDED AND RESTATED SCHEDULE 13D
<PAGE>
Page 4
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock $.001 Par
Value ("Common Stock") of Executive TeleCard, Ltd. ("the Issuer"), a
Delaware corporation. The principal executive offices of the Issuer are
located at 8 Avenue C, Nanuet, New York 10954.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Singapore Telecommunications
Limited ("Singapore Telecom") and Temasek Holdings (Private) Limited
("Temasek"), both of which are Singapore corporations. (Singapore
Telecom and Temasek are collectively referred to herein as the
"Reporting Persons".) Singapore Telecom is approximately 88% owned by
Temasek, with the remaining 12% owned by members of the public. Temasek
is wholly owned by the Government of Singapore.
Singapore Telecom is principally engaged in the business of
operating and providing telecommunications systems and services. The
address of its principal business and principal office is 31 Exeter
Road, Comcentre, Singapore 239732, Republic of Singapore.
Temasek is an investment holding company of the Government of
Singapore, with holdings in a broad range of industry sectors. The
address of its principal business and principal office is 8 Shenton Way,
#38-03 Treasury Building, Singapore 068811, Republic of Singapore.
Schedules I and II attached hereto list each executive officer
and director of Singapore Telecom and Temasek, respectively, and the
business address, present principal occupation or employment, and
citizenship of each such executive officer and director, as well as the
name, principal business, and address of any corporation or other
organization in which such employment is conducted.
Neither of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any of the persons named in Schedules I and II
has, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any of the persons named in Schedules I and II
has, during the last five years, 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
<PAGE>
Page 5
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Singapore Telecom expended $5,000,000 of its own funds to
purchase shares of Common Stock of the Issuer in 1990. No portion of
this amount consisted of borrowed funds. Singapore Telecom has
purchased no further shares of Common Stock of the Issuer since 1990.
ITEM 4. PURPOSES OF TRANSACTION
Singapore Telecom acquired 1,000,000 shares of Common Stock
for $5,000,000 in a private placement by the Issuer on November 9, 1990.
Singapore Telecom acquired these shares for investment purposes, and
continues to hold shares of Common Stock for such purposes. As a result
of stock splits, Singapore Telecom owned 1,464,100 shares of Common
Stock as of May 23, 1994, at which time it commenced limited
dispositions of shares of Common Stock. During the period May 23, 1994
through October 7, 1994, Singapore Telecom disposed of 151,100 shares of
Common Stock. No further dispositions of shares of Common Stock took
place prior to September 1, 1995. In August 1995, pursuant to a 10%
stock dividend distributed by the Issuer, Singapore Telecom received
131,300 shares of Common Stock, bringing its total holding to 1,444,300
shares. During the period September 1, 1995 through December 12, 1995,
Singapore Telecom disposed of 293,100 shares of Common Stock.
Depending upon market conditions, Singapore Telecom's
evaluation of the Issuer's business, and other factors, Singapore
Telecom may continue to sell or otherwise dispose of shares of Common
Stock. The Reporting Persons reserve the right, however, to acquire,
hold, or dispose of securities of the Issuer to the extent deemed
advisable in light of their investment policies, market conditions,
developments in the Issuer's business, and other factors.
Except as described herein, the Reporting Persons have no
present plan or proposal that relates to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
<PAGE>
Page 6
(d) any change in the present board of directors or management of the
Issuer;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter or bylaws or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) any act or course of conduct causing the Common Stock of the Issuer
to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) any act or course of conduct causing the Common Stock of the Issuer
to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
The Reporting Persons reserve the right to formulate such
plans or proposals, and to take such action, with respect to any or all
of the foregoing matters and any other matters as they may deem
appropriate.
To the best knowledge of the Reporting Persons, none of the
persons listed in Schedule I or II beneficially owns or has the right to
acquire shares of Common Stock of the Issuer. Such persons may buy or
sell shares of Common Stock in the future as they deem appropriate, but,
to the best knowledge of the Reporting Persons, and except as otherwise
indicated herein, such persons have no present plan or proposal that
relates to or would result in the actions or events specified in (a)
through (j) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Singapore Telecom owns of record and beneficially
1,151,200 shares of Common Stock of the Issuer. Temasek may be deemed
to be the beneficial owner of such shares by reason of its ownership
stake in Singapore Telecom. Such shares constitute approximately 8.0%
of the Common Stock of the Issuer outstanding as of October 31, 1995
(based upon the information contained in the Issuer's Form 10-Q dated
November 13, 1995).
To the best knowledge of the Reporting Persons, none of the
persons listed in Schedule I or II beneficially
<PAGE>
Page 7
owns or has the right to acquire shares of Common Stock of the Issuer.
(b) Singapore Telecom has sole power to vote or to direct the
vote, and sole power to dispose or to direct the disposition of, the
shares of Common Stock of the Issuer owned by it of record and
beneficially. By reason of its ownership stake in Singapore Telecom,
Temasek may be deemed to have the power to direct the vote, or to direct
the disposition of, the shares of Common Stock of the Issuer
beneficially owned by Singapore Telecom.
(c) As noted under Item 4 above, during the period September
1, 1995 through December 12, 1995, Singapore Telecom disposed of 293,100
shares of Common Stock. Such dispositions amounted, in the aggregate,
to approximately 2.0% of the issued and outstanding shares of Common
Stock during this period of time.
During the sixty days prior to December 12, 1995, Singapore
Telecom engaged in dispositions of shares of Common Stock as follows:
<TABLE>
<CAPTION>
DATE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE
<S> <C> <C>
11/29/95 7,500 $7.00
11/30/95 1,000 $7.00
11/30/95 4,000 $7.00
12/01/95 12,000 $7.00
12/05/95 15,000 $7.00
12/06/95 1,800 $7.1875
12/06/95 65,000 $7.25
12/06/95 13,500 $7.375
12/06/95 53,200 $7.125
12/07/95 21,000 $7.00
12/08/95 6,000 $7.125
12/11/95 25,000 $7.225
12/12/95 5,000 $7.00
</TABLE>
<PAGE>
Page 8
Each of these dispositions was effectuated on the open market.
Singapore Telecom has engaged in no transactions in shares of Common
Stock since December 12, 1995.
(d) The Reporting Persons do not know of any other person
having the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common
Stock of the Issuer owned by Singapore Telecom.
(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
Exhibit I -- Joint Filing Agreement dated December 18, 1995.
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.
SINGAPORE TELECOMMUNICATIONS LTD.
By:/s/ Chia Choon Wei
Name: Chia Choon Wei
Title: Managing Director
Dated: December 18, 1995
TEMASEK HOLDINGS (PRIVATE) LTD.
By:/s/ Yeo Lee Choo
Name: Yeo Lee Choo (Miss)
Title: Assistant Company Secretary
Dated: December 18, 1995
<PAGE>
Page 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No.
<S> <C> <C>
Exhibit I Joint Filing Agreement dated December 18, 1995
</TABLE>
<PAGE>
SCHEDULE I
SINGAPORE TELECOMMUNICATIONS LIMITED
DIRECTORS & EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Mr. Koh Boon Board Member Singapore Telecom Executive Chairman Singapore
Hwee Chairman 31 Exeter Road Wuthelam Holdings Pte Ltd.
Comcentre 298 Tiong Bahru Road
Singapore 239732 #08-00 Tiong Bahru Plaza
Singapore 168730
Mr. Wong Hung Board Member Singapore Telecom Chairman Singapore
Khim Deputy Chairman 31 Exeter Road Jurong Town Corporation
Comcentre 321 Jurong Town Hall Road
Singapore 239732 Singapore 609433
BG Lee Hsien Board Member Singapore Telecom President & CEO Singapore
Yang President & CEO 31 Exeter Road Singapore Telecom
Comcentre 31 Exeter Road
Singapore 239732 Comcentre
Singapore 239732
Dr. Hong Hai Board Member Singapore Telecom President & CEO Singapore
31 Exeter Road Haw Par Brothers
Comcentre International Ltd.
Singapore 239732 180 Clemenceau Avenue
#08-00 Haw Par Glass Tower
Singapore 239722
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Mr. Liew Heng Board Member Singapore Telecom Deputy Secretary Singapore
San 31 Exeter Road (Communications)
Comcentre Ministry of Communications
Singapore 239732 #39-00 PSA Building
460 Alexandra Road
Singapore 119963
Mr. Lim Ho Board Member Singapore Telecom Executive Vice President Singapore
Kee 31 Exeter Road & CEO
Comcentre (East Asia)
Singapore 239732 Union Bank of Switzerland
80 Raffles Place
#36-00 UOB Plaza 1
Singapore 048624
Mr. Quek Poh Board Member Singapore Telecom President Singapore
Huat 31 Exeter Road Temasek Holdings Pte Ltd.
Comcentre 8 Shenton Way
Singapore 239732 #38-03 Treasury Building
Singapore 068811
Mr. Quek Tong Board Member Singapore Telecom Director Singapore
Boon 31 Exeter Road Defence Materials
Comcentre Organization
Singapore 239732 Ministry of Defence
18th Storey, Tower A
Defence Technology Towers
Depot Road
Singapore 109676
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Mr. Keith Board Member Singapore Telecom Asia Quest Associates Singapore
Tay Ah Kee 31 Exeter Road Pte Ltd.
Comcentre 30 Robinson Road
Singapore 239732 #03-02A Robinson Towers
Singapore 048546
Mrs. Yu-Foo Board Member Singapore Telecom Assistant Secretary Singapore
Yee Shoon 31 Exeter Road General
Comcentre National Trades Union
Singapore 239732 Congress
Trade Union House
Shenton Way
Singapore 068810
Mr. Lim Toon Executive Vice Singapore Telecom Executive Vice President Singapore
President 31 Exeter Road (International Network)
(International Comcentre 31 Exeter Road
Network) Singapore 239732 Comcentre
Singapore 239732
Mr. Raphael Executive Vice Singapore Telecom Executive Vice President Singapore
Leong Sai President 31 Exeter Road (Local Services)
Mooi (Local Services) Comcentre Singapore Telecom
Singapore 239732 31 Exeter Road
Comcentre
Singapore 239732
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Ms. Chua Senior Vice Singapore Telecom Senior Vice President Singapore
Sock Koong President 31 Exeter Road (Corporate Affairs
(Corporate Comcentre & Finance)
Affairs Singapore 239732 Singapore Telecom
& Finance) 31 Exeter Road
Comcentre
Singapore 239732
</TABLE>
<PAGE>
SCHEDULE II
TEMASEK HOLDINGS (PRIVATE) LIMITED
DIRECTORS & EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Mr. Lee Board Chairman Temasek Holdings Managing Director, Monetary Singapore
Ek Tieng (Pte) Ltd. Authority of Singapore
8 Shenton Way (government entity)
#38-03 Treasury Bldg 10 Shenton Way
Singapore 068811 29th Floor MAS Building
Singapore 079117
Mr. Ngiam Deputy Board Temasek Holdings Permanent Secretary Singapore
Tong Dow Chairman (Pte) Ltd. Ministry of Finance,
(ex-officio) 8 Shenton Way Revenue/Budget Divisions
#38-03 Treasury Bldg (government ministry)
Singapore 068811 8 Shenton Way #43-00
Treasury Bldg
Singapore 068811
Mr. Hwang Deputy Board Temasek Holdings Deputy Chairman Singapore
Peng Yuan Chairman (Pte) Ltd. Temasek Holdings (Pte) Ltd.
8 Shenton Way (government investment
#38-03 Treasury Bldg holding company)
Singapore 068811 8 Shenton Way
#38-03 Treasury Bldg
Singapore 068811
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Mr. Lum Board Member Temasek Holdings Executive Chairman Singapore
Choong Wah (Pte) Ltd. SNP Corporation Ltd.
8 Shenton Way 303 Upper Serangoon Road
#38-03 Treasury Bldg Singapore 347692
Singapore 068811
Dr. Andrew Board Member Temasek Holdings Chairman, Singapore
Chew Guan (Pte) Ltd. Central Provident Fund
Khuan 8 Shenton Way Board
#38-03 Treasury Bldg CPF Building,
Singapore 068811 79 Robinson Road
Singapore 068897
Mr. Fock Siew Board Member Temasek Holdings Chairman, Singapore
Wah (Pte) Ltd. Land Transport Authority
8 Shenton Way 251 North Bridge Road
#38-03 Treasury Bldg Singapore 179102
Singapore 068811
Mr. Lim Siong Board Member Temasek Holdings Permanent Secretary Singapore
Guan (Pte) Ltd. Public Service Division
8 Shenton Way 8 Shenton Way
#38-03 Treasury Bldg #47-01 Treasury Building
Singapore 068811 Singapore 068811
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Dr. Michael Board Member Temasek Holdings Chairman Singapore
Y O Fam (Pte) Ltd. Fraser & Neave Ltd.
8 Shenton Way (beverage and dairy
#38-03 Treasury Bldg products manufacturer)
Singapore 068811 438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
Mr. Peter Board Member Temasek Holdings Chairman Singapore
Chen Min (Pte) Ltd. Shell Singapore
Liang 8 Shenton Way 50 Raffles Place
#38-03 Treasury Bldg #44-00 Shell Tower
Singapore 068811 Singapore 048623
Mr. Quek Poh President Temasek Holdings President Singapore
Huat (Pte) Ltd. Temasek Holdings (Pte) Ltd.
8 Shenton Way (government investment
#38-03 Treasury Bldg holding company)
Singapore 068811 8 Shenton Way
#38-03 Treasury Bldg
Singapore 068811
Mr. Quek Chee Executive Vice Temasek Holdings Executive Vice President Singapore
Hoon President (Pte) Ltd. Temasek Holdings (Pte) Ltd.
8 Shenton Way (government investment
#38-03 Treasury Bldg holding company)
Singapore 068811 8 Shenton Way
#38-03 Treasury Building
Singapore 068811
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME POSITION BUSINESS ADDRESS OCCUPATION/EMPLOYMENT CITIZENSHIP
<S> <C> <C> <C> <C>
Mrs. Janet Company Temasek Holdings Company Secretary/ Singapore
Seow Secretary/ (Pte) Ltd. Vice President
Vice President 8 Shenton Way Temasek Holdings (Pte) Ltd.
#38-03 Treasury Bldg (government investment
Singapore 068811 holding company)
8 Shenton Way
#38-03 Treasury Bldg
Singapore 068811
</TABLE>
EXHIBIT I
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13D dated
December 18, 1995 with respect to the Common Stock, par value $.001 per
share, of Executive TeleCard, Ltd., a Delaware corporation. This Joint
Filing Agreement shall be included as an Exhibit to such joint filing.
In evidence thereof each of the undersigned, being duly authorized,
hereby executes this Agreement this 18th day of December 1995.
SINGAPORE TELECOMMUNICATIONS LTD.
By:/s/Chia Choon Wei
Name: Chia Choon Wei
Title: Managing Director
TEMASEK HOLDINGS (PRIVATE) LTD.
By:/s/ Yeo Lee Choo
Name: Yeo Lee Choo (Miss)
Title: Assistant Company Secretary
