SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
US WATS, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
90337P109
(CUSIP Number)
Aloysius T. Lawn IV, Esq.
General Counsel and Secretary
Tel-Save Holdings, Inc.
6805 Route 202
New Hope, PA 18938
(215) 862-1500
____________________________________________________________
(Name, address and telephone number of persons 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: _____
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______________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tel-Save Holdings, Inc. 23-2827736
______________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
______________________________________________________________
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)
Not Applicable
______________________________________________________________
6. Citizenship or Place of Organization
Delaware, United States
______________________________________________________________
Number of 7. Sole Voting Power
Shares 2,367,725 Common Shares
_______________________________
Beneficially 8. Shared Voting Power
Owned By 2,367,725 Common Shares
_______________________________
Each Reporting 9. Sole Dispositive Power
Person With 2,367,725 Common Shares
_______________________________
10. Shared Dispositive Power
2,367,725 Common Shares
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,367,725 Common Shares
See Item 5
______________________________________________________________
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
Not Applicable
______________________________________________________________
13. Percent of Class Represented by Amount in
Row (11)
14.87%
______________________________________________________________
14. Type of Reporting Person
HC
______________________________________________________________
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SCHEDULE 13D
RELATING TO THE COMMON STOCK
OF
US WATS, INC.
Item 1. Security and Issuer.
This Schedule 13D (the "Statement") relates to the Common Stock,
$0.001 par value per share, of US WATS, Inc. ("Issuer"), a New York corporation.
The principal executive office of Issuer is located at 111 Presidential
Boulevard, Bala Cynwyd, PA 19004.
Item 2. Identity and Background.
This Statement is being filed by Tel-Save Holdings, Inc. (referred to
herein as "Purchaser" or "Reporting Person"), a corporation organized under the
laws of the State of Delaware.
Purchaser provides long distance telecommunications services primarily
to small and medium-sized businesses located throughout the United States. The
Reporting Person's long distance service offerings include outbound service;
inbound toll-free 800 service; and dedicated private line services for data. The
principal business and the principal executive offices of the Reporting Person
are located at 6805 Route 202, New Hope, Pennsylvania 18938.
The executive officers of the Reporting Person, as of October 31,
1997, are as follows:
Name Business Address Office
- ---- ---------------- ------
Daniel Borislow Tel-Save Holdings, Inc. Chief Executive
6805 Route 202 Officer
New Hope, PA 18938
Gary W. McCulla Tel-Save Holdings, Inc. President and
6805 Route 202 Director of Sales
New Hope, PA 18938 and Marketing
Emanuel J. DeMaio Tel-Save Holdings, Inc. Chief Operations
6805 Route 202 Officer
New Hope, PA 18938
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George Farley Tel-Save Holdings, Inc. Chief Financial
6805 Route 202 Officer and Treasurer
New Hope, PA 18938
Edward B. Meyercord, III Tel-Save Holdings, Inc. Executive Vice
6805 Route 202 President, Marketing
New Hope, PA 18938 and Corporate
Development
Mary Kennon Tel-Save Holdings, Inc. Director of Customer
6805 Route 202 Care and Human
New Hope, PA 18938 Resources
Aloysius T. Lawn, IV Tel-Save Holdings, Inc. General Counsel and
6805 Route 202 Secretary
New Hope, PA 18938
Kevin R. Kelly Tel-Save Holdings, Inc. Controller
6805 Route 202
New Hope. PA 18938
The directors of the Reporting Person, as of October 31, 1997, are as
follows:
Name and Principal
Business of Employer;
Name Principal Occupation Address
- ---- -------------------- ---------------------
Daniel Borislow Chief Executive Officer Tel-Save Holdings, Inc.
of Tel-Save Holdings, Inc. 6805 Route 202
New Hope, PA 18938
Ronald R. Thoma Executive Vice President Crown Cork and Seal
of Crown Cork and Seal Company, Inc. (a manu-
Company, Inc. facturer of packaging
products)
9300 Ashton Road
Philadelphia, PA 19136
Gary W. McCulla President and Director of Tel-Save Holdings, Inc.
Sales and Marketing of 6805 Route 202
Tel-Save Holdings, Inc. New Hope, Pennsylvania 18938
George Farley Chief Financial Tel-Save Holdings, Inc.
Officer and Treasurer 6805 Route 202
New Hope, PA 18938
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Harold First Financial Consultant 345 Park Avenue, 35th Floor
New York, NY 10154
Emanuel J. DeMaio Chief Operations Officer Tel-Save Holdings, Inc.
of Tel-Save Holdings, Inc. 6805 Route 202
New Hope, Pennsylvania 18938
Each person named above as an executive officer or director of the
Reporting Person is an American citizen.
During the five years prior to the date hereof, neither the Reporting
Person nor any of its executive officers and directors has been:
(i) convicted in a criminal proceeding; or
(ii) the subject of 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 source of funds used by Purchaser to acquire the shares
was cash derived from Purchaser's general operations. Purchaser paid
an aggregate amount of $5,657,700 for the Common Shares that were
purchased on October 31 and November 3, 1997 and received $56,718.75
for the Common Shares that Purchaser sold on November 7, 1991.
Item 4. Purpose of Transaction.
Purchaser acquired the shares for investment and in
connection with Purchaser's proposal to ACC Corp. ("ACC") to acquire
ACC, which proposal originally provided for a lesser purchase price if
ACC's announced merger with Issuer was consummated. Upon acquisition
of the Issuer shares, Tel-Save advised ACC that there would be no
reduction in the proposed price based on an ACC/US WATS merger.
Purchaser believes that its ownership of more than 10% of the Issuer
stock will enable it to influence the outcome of any potential ACC/US
WATS merger, which merger Purchaser does not favor. Furthermore,
Purchaser believes that, should an ACC/US WATS merger be consummated,
with an exchange of ACC shares for Issuer shares, including
Purchaser's, and should a merger transaction between Purchaser and ACC
subsequently be consummated, Purchaser's ownership of Issuer's shares
would reduce the cost that Purchaser would have to pay in such merger.
Purchaser will continue to monitor its investment and, depending on
market conditions as well as developments with the potential
acquisition of Issuer by ACC, Purchaser may acquire additional shares,
dispose of
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additional shares or take other actions in connection with its
investment.
Item 5. Interest in Securities of the Issuer.
(a) Purchaser beneficially owns 2,367,725 Common Shares,
which shares represent 14.87% of the shares of such class of stock
outstanding.
(b) Purchaser has the sole power to vote and dispose of all
of the Shares listed in item (a).
(c) On November 7, 1997, Purchaser sold 37,500 Common Shares
at an average price of $1.5125 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
Stock Purchase Agreement dated October 31, 1997 between
Tel-Save Holdings, Inc. and Gold & Appel Transfer S.A.
No. Exhibit Page Page No.
--- ------------ --------
7.1 Stock Purchase Agreement 1
dated October 31, 1997
between Tel-Save Holdings,
Inc. and Gold & Appel
Transfer S.A.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of each reporting persons named below, each such reporting
person certifies that the information set forth in this statement is
true, complete and correct. Each of the undersigned reporting persons
hereby agrees that this statement be and hereby is filed on behalf of
each such reporting person.
Tel-Save Holdings, Inc.
By: /s/ Aloysius T. Lawn IV, Esq.
---------------------------------
Name: Aloysius T. Lawn IV, Esq.
Title: General Counsel
and Secretary
Dated: November 10, 1997
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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.
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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:
