UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
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)
April 8, 1996
______________________________________________________________________________
(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
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
NUMBER OF
SHARES 761,000 shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
0 shares
9 SOLE DISPOSITIVE POWER
761,000 shares
10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
761,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 301601 10 0 Page 3
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
NUMBER OF
SHARES 761,000 shares
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
0 shares
9 SOLE DISPOSITIVE POWER
761,000 shares
10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
761,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
HC
<PAGE>
CUSIP NO. 301601 10 0 Page 4
AMENDED SCHEDULE 13D{1}
ITEM 4. PURPOSES OF TRANSACTION
Item 4 is amended and restated in its entirety as follows:
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. 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. During the period
January 4, 1996 through April 10, 1996, Singapore Telecom disposed of
390,200 shares of Common Stock. Depending on market conditions,
Singapore Telecom plans to sell a further 85,000 shares of Common Stock
in the near future.
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;
- ----------------------------------------------------------------------
**FOOTNOTES**
{1/}Amending the Amended and Restated Schedule 13D dated December 20,
1995.
<PAGE>
CUSIP NO. 301601 10 0 Page 5
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(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
Item 5 is amended and restated in its entirety as follows:
(a) Singapore Telecom owns of record and beneficially 761,000
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 5.3% of the
<PAGE>
CUSIP NO. 301601 10 0 Page 6
Common Stock of the Issuer outstanding as of January 31, 1996 (based
upon the information contained in the Issuer's Form 10-Q dated
February 14, 1996).
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.
(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 January 4,
1996 through April 10, 1996, Singapore Telecom disposed of 390,200
shares of Common Stock. Such dispositions amounted, in the aggregate,
to approximately 2.7% of the issued and outstanding shares of Common
Stock during this period of time.
During the past sixty days, Singapore Telecom engaged in
dispositions of shares of Common Stock as follows:
DATE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE
4/8/96 235,000 $7.5797872
4/9/96 44,000 $7.3323863
4/10/96 60,000 $7.0572916
Each of these dispositions was effected in the open market.
(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 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended and restated in its entirety as follows:
Exhibit I -- Joint Filing Agreement dated April 18, 1996.
<PAGE>
CUSIP NO. 301601 10 0 Page 7
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: Vice President (International
Network)
Dated: April 18, 1996
TEMASEK HOLDINGS (PRIVATE) LTD.
By: /S/ JANET SEOW
______________________________
Name: Janet Seow
Title: Company Secretary
Dated: April 18, 1996
<PAGE>
CUSIP NO. 301601 10 0 Page 8
EXHIBIT INDEX
EXHIBIT
NO.
Exhibit I Joint Filing Agreement dated April 18, 1996
<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 Singapore Bus Service
Comcentre (1978) Ltd.
Singapore 239732 205 Braddell Road
Singapore 5579701
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 10 Shenton Way
#38-03 Treasury Bldg 29th Floor MAS Building
Singapore 068811 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 8 Shenton Way #43-00
Singapore 068811 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
Chew Guan Pte Ltd. Central Provident Fund
Khuan 8 Shenton Way Board
#38-03 Treasury Bldg CPF Building, #41-00
Singapore 068811 79 Robinson Road
Singapore 068897
Mr. Fock Siew Board Member Temasek Holdings Chairman
Wah Pte Ltd. Land Transport Authority
8 Shenton Way 460 Alexandra Road
#38-03 Treasury Bldg #28-00 PSA Building
Singapore 068811 Singapore 119963
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 438 Alexandra Road
#38-03 Treasury Bldg #21-00 Alexandra Point
Singapore 068811 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 8 Shenton Way
#38-03 Treasury Bldg #38-03 Treasury Bldg
Singapore 068811 Singapore 068811
Mr. Quek Chee Executive Vice Temasek Holdings Executive Vice President Singapore
Hoon President Pte Ltd. Temasek Holdings Pte Ltd.
8 Shenton Way 8 Shenton Way
#38-03 Treasury Bldg #38-03 Treasury Building
Singapore 068811 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 8 Shenton Way
Singapore 068811 #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
April 18, 1996 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 April 1996.
SINGAPORE TELECOMMUNICATIONS LTD.
By: /S/ CHIA CHOON WEI
______________________________
Name: Chia Choon Wei
Title: Vice President (International
Network)
TEMASEK HOLDINGS (PRIVATE) LTD.
By: /S/ JANET SEOW
______________________________
Name: Janet Seow
Title: Company Secretary
