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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. __ )*
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Executive Telecard, Ltd.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
301601101
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(CUSIP Number)
Jim Pleasant, 1601 Elm Street, Suite 3000, Dallas, Texas 75201, (214) 999-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 12, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box [X].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
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SCHEDULE 13D
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CUSIP NO. 301601101 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EXTL Investors, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC; 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
Nevada
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7 SOLE VOTING POWER
NUMBER OF 6,852,941
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,852,941
WITH ----------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,852,941
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 301601101 Page 3 of 4
Item 1. SECURITY AND ISSUER.
This Schedule 13D (this "Filing") relates to the Common Stock, $0.001 par
value ("Executive Telecard Common Stock"), and voting and other contractual
rights relating thereto, of Executive Telecard, Ltd., a Delaware corporation
(the "Company"), which has its principal executive offices located at 4260 East
Evans Avenue, Denver, Colorado 80222. The purpose of this Filing is to reflect
the beneficial ownership of Executive Telecard Common Stock by EXTL Investors,
LLC.
Item 2. IDENTITY AND BACKGROUND.
(a) EXTL Investors, LLC ("EXTL")
(b) 850 Cannon, Suite 200, Hurst, Texas 76054
(c) EXTL is a limited liability company established for the purpose of
making investments.
(d) EXTL has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) EXTL has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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.
EXTL purchased 3,000,000 shares of Executive Telecard Common Stock from
Ronald L. Jensen on May 12, 1999, with a $7,500,000 promissory note. EXTL
received a warrant from the Company, which is exercisable as of April 9, 1999,
to purchase 500,000 shares of Executive Telecard Common Stock for $.01 per share
in connection with a loan made to the Company by EXTL. As of February 16, 1999,
EXTL purchased 50 shares of Executive Telecard 8% Series E Cumulative
Convertible Redeemable Preferred Stock (the "Series E Preferred Stock") for
$100,000 per share. The Series E Preferred Stock is convertible into 2,352,941
shares of Executive Telecard Common Stock as of February 16, 1999. In
connection with the purchase of the Series E Preferred Stock, EXTL received a
warrant, which is exercisable as of April 17, 1999, to purchase from the Company
1,000,000 shares of Executive Telecard Common Stock for a pro rata amount of
$2.125 per share for 723,000 shares and $.01 per share for 277,000 shares.
Item 4. PURPOSE OF TRANSACTION.
The person signing this Filing does not have any specific plans or
proposals which relate to or would result in any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; any change in the present
board of directors or management of the Company; any change in the present
capitalization or dividend policy of the Company; any other material change in
the Company's business or corporate structure; changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of securities of the Company
becoming eligible for termination or registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or any action similar to any
of those enumerated above; but such persons reserve the right to propose or
undertake or participate in any of the foregoing actions in the future.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) EXTL is deemed to beneficially own 6,852,941 shares of Executive
Telecard Common Stock. Of those shares deemed to be beneficially owned by EXTL,
all shares were purchased with working capital of EXTL or with a promissory
note from EXTL.
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CUSIP NO. 301601101 Page 4 of 4
The percentage calculations are based upon 21,344,694 shares of
Executive Telecard Common Stock outstanding on March 31, 1999, as reported in
the Company's most recent Annual Report on Form 10-K, filed April 16, 1999.
(b) EXTL may be deemed to have sole voting and dispositive power over
6,852,941 shares of Executive Telecard Common Stock.
(c) See Item 3 above.
(d) None.
(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.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
EXTL INVESTORS, LLC
June 8, 1999 /s/ Gary L. Friedman
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Gary L. Friedman, Secretary
