SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
US WATS, INC.
(Name of Issuer)
COMMON STOCK -- PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
90337P10
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(CUSIP Number)
Morris F. DeFeo, Jr.
Swidler & Berlin, Chartered
3000 K Street, N.W., Suite 300, Washington, D.C. 20007
202-424-7500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 7, 1998
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(Dates of Events Which Require 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-(b)(3) or (4), check the following
box [ ].
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.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1746 (10-97)
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SCHEDULE 13D/A
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CUSIP No. 90337P10 Page 1 of 5
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Gold & Appel Transfer, S.A.
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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
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
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NUMBER OF 7. SOLE VOTING POWER 10,119,934
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING -------------------------------------------------------
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,119,934
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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) 50.57%
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14. TYPE OF REPORTING PERSON* CO
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<PAGE> SCHEDULE 13D/A
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CUSIP No. 90337P10 Page 2 of 5
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Walt Anderson
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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* OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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NUMBER 7. SOLE VOTING POWER 0
OF SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 10,119,934
REPORTING ----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,119,934
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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) 50.57%
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14. TYPE OF REPORTING PERSON* IN
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This Amendment No. 9 ("Amendment No. 9") to Schedule 13D filed by Gold &
Appel Transfer, S.A., a British Virgin Islands corporation ("Gold & Appel"),
and Walt Anderson, a natural person and a U.S. citizen ("Mr. Anderson"), as
joint filers, with respect to the common stock, par value $.001 per share (the
"Common Shares"), of US WATS, Inc., a New York corporation (the "Issuer"),
amends and/or supplements, as indicated, Items 3, 5, 6 and 7 of the Schedule
13D filed by Gold & Appel and Mr. Anderson as joint filers on December 5, 1997
(the "Statement"), as amended by Amendment No. 1, Amendment No. 2 ,
Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment
No. 7 and Amendment No. 8 thereto filed by Gold & Appel and Mr. Anderson as
joint filers on December 17, 1997, January 6, 1998, February 25, 1998, March
17, 1998, March 30, 1998, April 6, 1998, April 10, 1998 and April 21, 1998
respectively ("Amendment No.1," "Amendment No. 2," "Amendment No. 3,"
"Amendment No. 4," "Amendment No. 5", "Amendment No. 6", "Amendment No. 7" and
"Amendment No. 8", respectively). All capitalized terms used and not defined
herein shall have the meanings ascribed to them in the Statement, as amended
by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4,
Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8<PAGE>
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Under a Stock Sale Agreement dated as of October 6, 1998 between Aaron
Brown ("Brown") and Gold & Appel (the "Agreement"), a copy of which is filed
herewith as Exhibit 7.2, Gold & Appel purchased 700,000 Common Shares for
$1,295,000.00, representing a purchase price of $1.85 per Common Share.
All of the funds used to purchase the above-mentioned 700,000 Common
Shares acquired by Gold & Appel from Brown came from Gold & Appel's general
corporate funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
(a) Gold & Appel beneficially owns 10,119,934 Common Shares,
representing approximately 50.57% of the outstanding Common Shares, based on
the number of Common Shares outstanding as of August 14, 1998, pursuant to the
Issuer's Form 10-Q/A filed September 8, 1998 with the U.S. Securities and
Exchange Commission ("SEC").
By virtue of the power-of-attorney dated January 19, 1998 and remaining
in full force and until January 15, 2001, executed by Gold & Appel and
appointing thereunder Mr. Anderson as Gold & Appel's attorney-in-fact (the
"Power-of- Attorney"), Mr. Anderson has the authority and power in the name of
and on behalf of Gold & Appel to, among other things, buy, sell and trade the
Common Shares held by Gold & Appel. A copy of the Power-of-Attorney is filed
as Exhibit 7.2 to the Statement on Schedule 13D filed with the SEC by Gold &
Appel and Mr. Anderson, as joint filers, with respect to the securities of
Esprit Telecom Group plc, on January 27, 1998, and which is incorporated
Page 3 of 5<PAGE>
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herein by this reference. Under the Power-of- Attorney, Mr. Anderson may be
deemed the beneficial owner of the Common Shares held by Gold & Appel. Mr.
Anderson, however, disclaims beneficial ownership of the Common Shares held by
Gold & Appel.
In addition, Mr. Anderson is the President and a Director of the
Foundation for the International Non-Governmental Development of Space, a
non-profit organization ("FINDS"), which owns 870,000 Common Shares. Mr.
Anderson does not have a controlling interest in FINDS and thus disclaims
beneficial ownership of the Common Shares held by FINDS.
(b) Gold & Appel has the sole power to vote 10,119,934 Common
Shares. Mr. Anderson has the power, on behalf of Gold & Appel, to dispose of
the 10,119,934 Common Shares beneficially owned by Gold & Appel under the
Power-of-Attorney.
(c) Since the filing of Amendment No. 8, Gold & Appel purchased an
aggregate 700,000 Common Shares as reported in Item 3 above.
In addition, since the filing of Amendment No. 8, FINDS bought
355,000 Common Shares on the NASDAQ National Market, as follows:
Purchases:
Date Number of Common Shares Price Per Common Share
05/05/98 3,500 2.0000
05/18/98 25,000 2.0000
08/19/98 5,000 1.9375
09/03/98 10,000 1.625
09/04/98 2,000 1.4375
09/08/98 4,000 1.5937
09/08/98 9,000 1.6875
09/09/98 7,500 1.6562
09/09/98 10,000 1.6875
09/10/98 2,500 1.7500
09/16/98 10,000 1.6250
09/17/98 2,000 1.7500
09/21/98 8,000 1.8359
09/22/98 52,000 1.8750
09/23/98 50,000 1.8750
09/23/98 4,500 1.8125
09/25/98 2,500 1.7500
09/28/98 50,000 1.8750
09/30/98 5,000 1.8437
09/30/98 1,000 1.8750
10/07/98 6,000 1.734375
10/09/98 2,500 1.7500
10/13/98 13,000 1.7500
10/14/98 5,000 1.7500
10/14/98 45,000 1.8125
10/15/98 20,000 1.7500
Total 355,000
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(d) No other person is known by Gold & Appel nor by Mr. Anderson to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Shares beneficially owned
by Gold & Appel or Mr. Anderson.
(e) Not applicable.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended as follows:
Except as stated in the Statement, as amended by Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and
Amendment No. 7, and for the Joint Filing Agreement attached to this Amendment
No. 8 as Exhibit 7.1 and the Stock Sale Agreement attached to this Amendment
as Exhibit 7.2, neither Gold & Appel nor Mr. Anderson has any contract,
arrangement, understanding or relationship (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not
limited to the transfer of any of the Common Shares, beneficially owned by
Gold & Appel or Mr. Anderson, finder's fees, joint ventures, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.1 Joint Filing Agreement with respect to the joint filing of
this Amendment No. 9 to Schedule 13D.
Exhibit 7.2 Stock Sale Agreement between Gold & Appel Transfer S.A.
and Aaron Brown.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 9 to Schedule 13D is
true, complete and correct.
Date: October 23, 1998
Gold & Appel Transfer, S.A.,
a British Virgin Islands corporation
By: /s/ Walt Anderson
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Walt Anderson, Attorney-in-Fact for
Gold & Appel Transfer, S.A.
/s/ Walt Anderson
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Walt Anderson
Page 5 of 5
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 9 to Schedule 13D to which
this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of
each of us.
Date: October 23, 1998
Gold & Appel Transfer, S.A.,
a British Virgin Islands corporation
By: /s/ Walt Anderson
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Walt Anderson, Attorney-in-Fact for
Gold & Appel Transfer, S.A.
/s/ Walt Anderson
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Walt Anderson
Exhibit 7.2
STOCK SALE
This agreement is made by and between the Gold & Appel Transfer S.A. (G&A) of
British Virgin Islands corporation located at Omar hodges Building, Wickhams
Cay, Road Town, British Virgin Islands and Aaron Brown (AB), 3388 Manor Road,
Huntingdon Valley, PA. 19006, USA.
The Parties Agree as Follows:
1. AB warrants that he owns 700,000 shares of US WATS stock (symbol
USWI) and that the shares are free of any liens or encumbrances.
2. AB agrees to sell G&A 700,000 shares of USWI for $1.85 US Dollars
per share. Immediately upon the receipt of $1,295,000 US Dollars, and
in no case later than one week, AB agrees to deliver via
overnight courier or in person the stock certificate for the 700,000
shares of USWI.
3. This agreement shall be interpreted under the laws of Delaware.
4. All notices required to be delivered under this agreement will be
considered delivered if sent via courier with signed receipt to the
address above for AB and to the address and contact below for G&A:
Walt Anderson
c/o Entree International
3050 K Street, NW, Suite 250
Washington, DC 20007
Phone 202-467-1189
5. No party to this agreement may assign or transfer the obligations
hereunder.
10. This agreement is the entire agreement between the parties and can
only be changed or modified by mutual agreement in writing signed by both
parties.
Aaron Brown Gold & Appel Transfer S.A.
/s/ Walt Anderson,
/s/ Aaron Brown Power of Attorney in Fact
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(Signature) (Signature/Title)
10/6/98 10/2/98
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