SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
March 23-March 27, 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 6,409,534
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
6,409,534
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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) 36.16%
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14. TYPE OF REPORTING PERSON* CO
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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 6,409,534
REPORTING ----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,409,534
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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) 36.16%
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14. TYPE OF REPORTING PERSON* IN
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This Amendment No. 5 ("Amendment No. 5") 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 and Amendment No. 5 thereto filed by Gold &
Appel and Mr. Anderson as joint filers on December 17, 1997, January 6, 1998,
February 25, 1998 and March 17, 1998, respectively ("Amendment No.1,"
"Amendment No. 2," "Amendment No. 3," "Amendment No. 4," and "Amendment No.
5" 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 and Amendment No. 5.
Page 2 of 5<PAGE>
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Gold & Appel purchased a total of 36,000 Common Shares between March 23, 1998
and March 24, 1998 on the NASDAQ National Market, as follows:
Date Number of Shares Price Per Common Share
------- ---------------- --------------------------------------
03/23/98 20,000 1.625
03/24/98 16,000 1.625
TOTAL 36,000
In addition, under a Stock Purchase and Loan Agreement dated as of March
24, 1998 between Kevin M. O'Hare ("O'Hare") and Gold & Appel (the
"Agreement"), a copy of which is filed herewith as Exhibit 7.2, Gold & Appel
purchased 100,000 Common Shares for $150,000.00, representing a purchase price
of $1.50 per Common Share.
In addition, under a Stock Purchase and Loan Agreement dated as of March
24, 1998 between Mark Mendes ("Mendes") and Gold & Appel, a copy of which is
filed herewith as Exhibit 7.3, Gold & Appel purchased 56,667 Common Shares for
$80,000.50, representing a purchase price of $1.50 per Common Share.
In addition, under a Stock Purchase and Loan Agreement dated as of March
24, 1998 between Christopher J. Shannon ("Shannon") and Gold & Appel, a copy
of which is filed herewith as Exhibit 7.4, Gold & Appel purchased 56,667
Common Shares for $80,000.50, representing a purchase price of $1.50 per
Common Share.
All of the funds used to purchase the above-mentioned 36,000 Common
Shares acquired by Gold & Appel on the NASDAQ National Market as well as the
213,334 Common Shares acquired from O'Hare, Mendes and Shannon 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 6,409,534 Common Shares,
representing approximately 36.16% of the outstanding Common Shares, based on
the outstanding shares as of February 27, 1998 pursuant to the Issuer's Form
10-K filed March 31, 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
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 493,000 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 6,409,534 Common
Shares. Mr. Anderson has the power, on behalf of Gold & Appel, to dispose of
the 6,409,534 Common Shares beneficially owned by Gold & Appel under the
Power-of-Attorney.
(c) Since the filing of Amendment No. 5, Gold & Appel purchased an
aggregate 249,334 Common Shares as reported in Item 3 above.
In addition, During the past 60 days through the date hereof,
FINDS bought, in multiple transactions, an aggregate of 150,000 Common Shares
on the NASDAQ National Market, as follows:
Purchases:
Date Number of Common Shares Price Per Common Share
03/25/98 25,000 1.625
03/26/98 50,000 1.625
03/27/98 75,000 1.7042
Total 150,000
(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.
Page 3 of 5<PAGE>
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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 and Amendment No. 5, and for the Joint
Filing Agreement attached to this Amendment No. 5 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. 6 to Schedule 13D.
Exhibit 7.2 Stock Purchase and Loan Agreement between Kevin M. O'Hare
and Gold & Appel Transfer S.A. dated as of March 24, 1998.
Exhibit 7.3 Stock Purchase and Loan Agreement between Mark Mendes and
Gold & Appel Transfer S.A. dated as of March 24, 1998.
Exhibit 7.4 Stock Purchase and Loan Agreement between Christopher J.
Shannon and Gold & Appel S.A. dated as of March 24, 1998.
Page 4 of 5
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 6 to Schedule 13D is
true, complete and correct.
Date: April 6, 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. 6 to Schedule 13D to which
this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of
each of us.
Date: April 6, 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 PURCHASE AND LOAN AGREEMENT
This agreement is made by and Gold & Appel Transfer S.A. (G&A) a British
Virgin Islands Corporation, located at Omar Hodges Building, Wickhams Cay,
Road Town, Tortula, British Virgin Islands and Kevin M. O'Hare (KO), 48
Steeplechase Dr., Doylestown, PA 18901
The parties agree as follows:
1. KO warrants that he has an option which gives him the right to purchase up
to 100,000 share of US WATS (symbol USWI).
2. KO warrants that these options are free of any lien or encumbrances and
that he has the right to exercise the option until the end of march 1998
by paying the option price of $1.03125 US Dollars per share.
3. KO agrees to sell the shares represent by this option to G&A for the price
of $1.50 US Dollars per share.
4. In order to facilitate this transaction, G&A agrees to loan KO the
necessary funds to purchase the shares which he has an option on from
US WATS. G&A will wire transfer the funds to US WATS bank directly upon
receiving documentation that KO has applied to US WATS for the exercise of
the options. KO agrees to instruct US WATS to issue shares directly into
the name of G&A. G&A agrees to pay the balance of funds to equal the
$1.50 per share purchase price, per bank instruction issued, by KO within
2 working days after receiving the share certificates.
5. G&A agrees that KO will have a lien against the shares until full payment
is received.
6. In the event that US WATS does not issue any shares or for any other
reason whatsoever this transaction is not consummated, then the funds
loaned to KO and paid to US WATS on behalf of KO, will be returned to
G&A and KO agrees to issue instruction to that effect. In the event that
the loan is not paid back within 30 days or not applied to the purchase
price of shares then the interest rate shall be 1.5% per month calculated
on the unpaid balance plus $500.00 penalty per month for late repayment of
the principal amount.
7. All payment under this agreement shall be made by wire transfer per
instructions given by each party in writing unless other arrangements
are made and mutually agreed in writing by both parties.
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8. This agreement shall be interpreted under the laws of Virginia.
9. All notices to be delivered under this agreement will be considered
delivered if sent via courier with signed receipt to the address above
for KO and to the address and contact below for G&A:
Walt Anderson
3050 K Street, N.W., Suite 250
Washington, D.C. 20007
Phone 202/467-1189
10. No party to this agreement may assign or transfer the obligations here-
under.
11. If any portion of this agreement is found to be un-enforceable for any
reason then all other parts of the agreement will still be binding on
the parties.
Kevin M. O'Hare Gold & Appel Transfer S.A.
/s/ Kevin M. O'Hare /s/ Walt Anderson
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Signature Signature Power of Attorney in
Fact
3/23/98 3/24/98
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Date Date
Exhibit 7.3
STOCK PURCHASE AND LOAN AGREEMENT
This agreement is made by and Gold & Appel Transfer S.A. (G&A) a British
Virgin Islands Corporation, located at Omar Hodges Building, Wickhams Cay,
Road Town, Tortula, British Virgin Islands and Mark Mendes (MM), 35641
Dunthorpe Lane, Purcellville, VA 22132.
The parties agree as follows:
1. MM warrants that he has an option which gives him the right to purchase up
to 56,667 share of US WATS (symbol USWI).
2. MM warrants that these options are free of any lien or encumbrances and
that he has the right to exercise the option until around the end of April
1998 by paying the option price of $1.25 US Dollars per share.
3. MM agrees to sell the shares represent by this option to G&A for the price
of $1.50 US Dollars per share.
4. In order to facilitate this transaction, G&A agrees to loan MM the
necessary funds to purchase the shares which he has an option on from
US WATS. G&A will wire transfer the funds to US WATS bank directly upon
receiving documentation that MM has applied to US WATS for the exercise of
the options. MM agrees to instruct US WATS to issue shares directly into
the name of G&A. G&A agrees to pay the balance of funds to equal the
$1.50 per share purchase price, per bank instruction issued, by MM within
2 working days after receiving the share certificates.
5. G&A agrees that MM will have a lien against the shares until full payment
is received.
6. In the event that US WATS does not issue any shares or for any other
reason whatsoever this transaction is not consummated, then the funds
loaned to MM and paid to US WATS on behalf of MM, will be returned to
G&A and MM agrees to issue instruction to that effect. In the event that
the loan is not paid back within 30 days or not applied to the purchase
price of shares then the interest rate shall be 1.5% per month calculated
on the unpaid balance plus $500.00 penalty per month for late repayment of
the principal amount.
7. All payment under this agreement shall be made by wire transfer per
instructions given by each party in writing unless other arrangements
are made and mutually agreed in writing by both parties.
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8. This agreement shall be interpreted under the laws of Virginia.
9. All notices to be delivered under this agreement will be considered
delivered if sent via courier with signed receipt to the address above
for MM and to the address and contact below for G&A:
Walt Anderson
3050 K Street, N.W., Suite 250
Washington, D.C. 20007
Phone 202/467-1189
10. No party to this agreement may assign or transfer the obligations here-
under.
11. If any portion of this agreement is found to be un-enforceable for any
reason then all other parts of the agreement will still be binding on
the parties.
Mark Mendes Gold & Appel Transfer S.A.
/s/ Mark Mendes /s/ Walt Anderson
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Signature Signature Power of Attorney in
Fact
3/24/98 3/24/98
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Date Date
Exhibit 7.4
STOCK PURCHASE AND LOAN AGREEMENT
This agreement is made by and Gold & Appel Transfer S.A. (G&A) a British
Virgin Islands Corporation, located at Omar Hodges Building, Wickhams Cay,
Road Town, Tortula, British Virgin Islands and Christopher J. Shannon (CS),
288 Fox Hound Drive, Doylestown, PA. 18901.
The parties agree as follows:
1. CS warrants that he has an option which gives him the right to purchase up
to 56,667 share of US WATS (symbol USWI).
2. CS warrants that these options are free of any lien or encumbrances and
that he has the right to exercise the option until around the end of April
1998 by paying the option price of $1.219 US Dollars per share.
3. CS agrees to sell the shares represent by this option to G&A for the price
of $1.50 US Dollars per share.
4. In order to facilitate this transaction, G&A agrees to loan CS the
necessary funds to purchase the shares which he has an option on from
US WATS. G&A will wire transfer the funds to US WATS bank directly upon
receiving documentation that CS has applied to US WATS for the exercise of
the options. CS agrees to instruct US WATS to issue shares directly into
the name of G&A. G&A agrees to pay the balance of funds to equal the
$1.50 per share purchase price, per bank instruction issued, by CS within
2 working days after receiving the share certificates.
5. G&A agrees that CS will have a lien against the shares until full payment
is received.
6. In the event that US WATS does not issue any shares or for any other
reason whatsoever this transaction is not consummated, then the funds
loaned to CS and paid to US WATS on behalf of CS, will be returned to
G&A and CS agrees to issue instruction to that effect. In the event that
the loan is not paid back within 30 days or not applied to the purchase
price of shares then the interest rate shall be 1.5% per month calculated
on the unpaid balance plus $500.00 penalty per month for late repayment of
the principal amount.
7. All payment under this agreement shall be made by wire transfer per
instructions given by each party in writing unless other arrangements
are made and mutually agreed in writing by both parties.
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8. This agreement shall be interpreted under the laws of Virginia.
9. All notices to be delivered under this agreement will be considered
delivered if sent via courier with signed receipt to the address above
for CS and to the address and contact below for G&A:
Walt Anderson
3050 K Street, N.W., Suite 250
Washington, D.C. 20007
Phone 202/467-1189
10. No party to this agreement may assign or transfer the obligations here-
under.
11. If any portion of this agreement is found to be un-enforceable for any
reason then all other parts of the agreement will still be binding on
the parties.
Christopher J. Shannon Gold & Appel Transfer S.A.
/s/ Christopher J. Shannon /s/ Walt Anderson
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Signature Signature Power of Attorney in
Fact
3/24/98 3/24/98
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Date Date
