UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 3)*
US WATS, INC.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
90337 P1 0
(CUSIP Number)
Carter Strong, Esq. (202) 857-6252
Arent Fox Kintner Plotkin & Kahn
1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5339
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 31, 1997
(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 the statement [ ]. (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).
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------------------
CUSIP No. 90337 P1 0 Page of Pages
- ----------------------------- -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gold & Appel Transfer, S.A.
- --------------------------------------------------------------------------------
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
British Virgin Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------------- -------------------------------
CUSIP No. 90337 P1 0 Page of Pages
- ----------------------------- -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walt Anderson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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.
<PAGE>
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") filed jointly
by Gold & Appel Transfer, S.A., a British Virgin Islands corporation ("Gold &
Appel"), and Walt Anderson, a natural person ("Mr. Anderson"), with respect to
the common stock, par value $.001 per share ("Common Shares"), of US WATS, Inc.,
a New York corporation (the "Issuer"), amends Items 5 and 7 of the Schedule 13D
filed by Gold & Appel on January 22, 1997 (the "Statement"), as amended by
Amendment No. 1 thereto filed on June 13, 1997, and Amendment No. 2 thereto
filed on November 5, 1997 ("Amendment No. 2"). All capitalized terms used and
not defined herein shall have the meanings ascribed to them in the Statement, as
amended by Amendment No. 1 and Amendment No. 2.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
(a)-(c) Pursuant to a Stock Purchase Agreement dated as of October 31,
1997 between Gold & Appel and Tel-Save Holdings, Inc., on
November 3, 1997 Gold & Appel sold to Tel-Save Holdings, Inc.,
in a private transaction at $2.40 per share, all 2,190,225
Common Shares of Gold & Appel reported as beneficially owned
by it in Amendment No. 2. As a result, Gold & Appel no longer
beneficially owns any Common Shares, and Mr. Anderson may no
longer be deemed the beneficial owner of any Common Shares.
(d) Not applicable.
(e) October 31, 1997.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is amended as follows:
Exhibit 7.1 Agreement with respect to the joint filing of this
Amendment No. 3.
Exhibit 7.2 Stock Purchase Agreement dated as of October 31, 1997
between Tel-Save Holdings, Inc. and Gold & Appel
Transfer, S.A.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 is true, complete
and correct.
Date: November 14, 1997
Gold & Appel Transfer, S.A., a British Virgin
Islands corporation
By /s/ Walt Anderson
---------------------------------------
Walt Anderson, Attorney-in-Fact for
Gold & Appel Transfer, S.A.
/s/ Walt Anderson
---------------------------------------
Walt Anderson
Exhibit 7.1
Joint Filing Agreement
The undersigned hereby agree that the Amendment No. 3 on Schedule 13D
to which this Joint Filing Agreement is attached as Exhibit 7.1 is filed on
behalf of each of us.
Date: November 14, 1997
Gold & Appel Transfer, S.A., a British Virgin
Islands corporation
By /s/ Walt Anderson
---------------------------------------
Walt Anderson, Attorney-in-Fact for
Gold & Appel Transfer, S.A.
/s/ Walt Anderson
---------------------------------------
Walt Anderson
Exhibit 7.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement made as of this 31st day of October,
1997 between Tel-Save Holdings, Inc., a Delaware corporation ("Buyer") and Gold
& Appel Transfer, S.A., a BW1 corporation ("Seller").
WHEREAS, Seller is the owner of 2,190,225 shares of Common Stock
("Common Stock") of U.S. WATS, Inc., a New York corporation (the "Company").
WHEREAS, Seller has elected to sell 2,190,225 of the shares of Common
Stock ("Shares") to Buyer and Buyer has elected to purchase the Shares from
Seller in exchange for $2.40 per share.
WHEREAS, Seller desires to sell and Buyer desires to buy the Shares
upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the premises, the mutual covenants
herein contained, and for other valuable consideration and intending to be
legally bound, the parties hereto agree as follows:
1. Purchase and Sale. At the Closing, the Buyer will purchase from the
Seller and Seller will sell to Buyer the Shares for a purchase price of
$5,256,540 payable by wire transfer to an escrow account ("Account") maintained
at Swidler & Berlin, 3000 K Street, N.W., Washington, D.C. or transaction will
be completed through a Licensed Security Broker.
2. Representations of Seller. Seller hereby represents and warrants to
Buyer the following:
(a) That he is legal owner of these Shares with full power and
authority to sell them to Buyer, the Shares are not subject to any liens,
encumbrances, or other restrictions, and that the Shares are freely tradeable;
and
(b) Seller is authorized to enter into this Agreement and to
consummate the transactions contemplated hereunder, and this Agreement
constitutes the legally valid and binding obligations of Buyer and are enforced
in accordance with its terms.
3. Closing. The Closing for this transaction shall occur upon
presentation or transfer by: (i) Seller to Buyer with a stock certificate(s)
representing the Shares, free and clear of any liens, levies, encumbrances or
restrictions, accompanied by a duly executed stock power, and (ii) release of
$5,256,540 from the Account to Seller.
4. No Inside Information. Seller represents and warrants to Buyer that
Seller is not in possession of, nor motivated in any manner to carry out the
transaction contemplated herein by the knowledge of any "insider information" as
that term has been interpreted by Rule 10b-5 of the Securities and Exchange Act
of 1934.
5. No Liability. In the event a Closing does not occur hereunder,
Buyer shall not be liable to the Seller for any costs, expenses or damages.
6. Applicable Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, parties hereto have executed this agreement on and
as of the date first above written.
Sworn to and subscribed BUYER:
before me this day
of , 199 .
SELLER:
/s/ Gold & AppelTransfer S.A.
Witness:
