SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
US WATS, INC.
(Name of Issuer)
COMMON STOCK -- PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
90337P10
--------
(CUSIP Number)
Morris F. DeFeo, Jr.
Swidler & Berlin, Chartered
3000 K Street, N.W., Suite 300, Washington, D.C. 20007
202-424-7500
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16-March 20, 1998
--------------
(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)
<PAGE>
<PAGE>
SCHEDULE 13D/A
- ---------------------- ----------------------
CUSIP No. 90337P10 Page 1 of 5
- ---------------------- ----------------------
- ----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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 ITEM 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 6,160,200
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING -------------------------------------------------------
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,160,200
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.18%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* CO
- ------------------------------------------------------------------------------
<PAGE>
<PAGE>
SCHEDULE 13D/A
- ------------------------ -------------------------
CUSIP No. 90337P10 Page 2 of 5
- ------------------------ -------------------------
- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Walt Anderson
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. SOURCE OF FUNDS* OO
- -----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
- ------------------------------------------------------------------------------
NUMBER 7. SOLE VOTING POWER 0
OF SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 6,160,200
REPORTING ----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,160,200
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.18%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* IN
- ------------------------------------------------------------------------------
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 and Amendment No. 4 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" and "Amendment No. 4," 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 and
Amendment No. 4.
Page 2 of 5<PAGE>
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Gold & Appel purchased a total of 642,300 Common Shares between March 16, 1998
and March 20, 1998 on the NASDAQ National Market, as follows:
Date Number of Shares Price Per Common Share
------- ---------------- --------------------------------------
03/16/98 120,000 1.4987 (Average Price Per Common Share)
03/17/98 202,000 1.5417 (Average Price Per Common Share)
03/18/98 19,000 1.6250
03/19/98 201,300 1.5976 (Average Price Per Common Share)
03/20/98 100,000 1.6250
TOTAL 642,300
In addition, under an Stock Sale Agreement dated as of March 19, 1998
between Steve and Karen Parker (" the Parkers") and Gold & Appel (the
"Agreement"), a copy of which is filed herewith as Exhibit 7.2, Gold & Appel
purchased 1,150,000 Common Shares for $1,581,250.00, representing a purchase
price of $1.375 per Common Share.
All of the funds used to purchase the above-mentioned 642,300 Common Shares
acquired by Gold & Appel on the NASDAQ National Market as well as the
1,150,000 Common Shares acquired from the Parkers 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 6,160,200 Common Shares,
representing approximately 38.18% of the outstanding Common Shares, based on
the outstanding shares as of February 18, 1998 pursuant to the Issuer's Form
10-K/A Amendment No. 3 filed February 20, 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 343,000 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 6,160,200 Common
Shares. Mr. Anderson has the power, on behalf of Gold & Appel, to dispose of
the 6,160,200 Common Shares beneficially owned by Gold & Appel under the
Power-of-Attorney.
(c) Since the filing of Amendment No. 4, Gold & Appel purchased an
aggregate 1,792,300 Common Shares as reported in Item 3 above.
(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>
<PAGE>
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 and Amendment No. 4, 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. 5 to Schedule 13D.
Exhibit 7.2 Stock Sale Agreement between Steve and Karen Parker and
Gold & Appel Transfer S.A. dated as of March 19, 1998.
Page 4 of 5
<PAGE>
<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. 5 to Schedule 13D is
true, complete and correct.
Date: March 25, 1998
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
Page 5 of 5
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 5 to Schedule 13D to which
this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of
each of us.
Date: March 25, 1998
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 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 Steve and Karen Parker (SKP) of
Arbordeau 10F, Devon, PA, USA.
The Parties Agree as Follows:
1. SKP warrants that he owns 1,150,000 shares of US WATS stock (symbol
USWI) in certificate form and that the shares a free of any liens or
encumbrances.
2. SKP agrees to sell G&A 1,150,000 shares of USWI for $1.375 US Dollars
per share. Immediately upon the receipt of $1,581,250.00 US Dollars, and
in no case later than one working day, SKP agrees to deliver via
overnight courier or in person the stock certificate for the 1,150,000
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 SKP 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.
Steve & Karen Parker Gold & Appel Transfer S.A.
/s/ Walt Anderson, Attorney
/s/ Stephen Parker in Fact
- ------------------------ -----------------------------
(Signature) (Signature/Title)
3/19/98 3/18/98
- ----------------- ----------------------
