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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.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
90337P10
-------------------------------------------------------
(CUSIP Number)
CARTER STRONG, ESQ. (202) 857-6252
ARENT FOX KINTNER PLOTKIN & KAHN PLLC
1050 CONNECTICUT AVENUE, NW, WASHINGTON, D. C. 20036-5339
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
FEBRUARY 9, 1998
-------------------------------------------------------
(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).
SEC 1746 (12-91)
Page 1 of 8
<PAGE>
SCHEDULE 13D
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CUSIP No. 90337P10 Page 2 of 8 Pages
- ----------------------------- -------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
2,957,400 Common Shares
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
2,957,400 Common Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.33%
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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
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CUSIP No. 90337P10 Page 3 of 8 Pages
- ----------------------------- -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walt Anderson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
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
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,957,400 Common Shares
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,957,400 Common Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.33%
- --------------------------------------------------------------------------------
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 ("Amendment No. 3") 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 and Amendment No. 2
thereto filed by Gold & Appel and Mr. Anderson as joint filers on December 17,
1997 and January 6, 1998, respectively ("Amendment No. 1" and "Amendment No.
2," 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
and Amendment No. 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Gold & Appel purchased a total of 266,400 Common Shares between January
2, 1998 and February 20 1998, in the NASDAQ SmallCap Market in over-the-counter
transactions, as follows:
Date Number of Shares Price per Common Share
---- ---------------- ----------------------
01/02/98 15,000 2.38
01/05/98 27,000 2.37
01/23/98 40,300 2.03
02/04/98 4,000 2.00
02/05/98 15,000 2.03
02/05/98 12,100 2.00
02/06/98 15,000 2.06
02/09/98 40,000 2.12
02/10/98 50,000 2.19
02/11/98 15,000 2.13
02/12/98 6,000 2.13
02/13/98 17,000 2.12
02/20/98 10,000 2.14
TOTAL 266,400
All of the funds used to purchase the above 266,400 Common Shares acquired by
Gold & Appel came from Gold & Appel's general corporate funds.
Page 4 of 8
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
(a) Gold & Appel beneficially owns 2,957,400 Common Shares,
representing approximately 18.33% 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 6, 1995 and
remaining in full force and until January 15, 1998, executed
by Gold & Appel and appointing thereunder Mr. Anderson as Gold
& Appel's attorney-in-fact (the "1995 Power-of-Attorney"), Mr.
Anderson had 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
1995 Power-of-Attorney is filed as Exhibit 1 to the Statement
on Schedule 13D filed with the SEC by Gold & Appel with
respect to the common stock of US WATS, Inc. on January 21,
1997, and is incorporated herein by this reference. The terms
of the 1995 Power-of-Attorney were renewed pursuant to a
power-of-attorney from Gold & Appel effective as of January
14, 1998 and remaining in full force and until January 19,
1998, a copy of which is filed as Exhibit 7.2 to Amendment No.
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 Total-Tel USA Communications, Inc. on February
12, 1998, and which is incorporated herein by this reference
(the "January 14, 1998 Power-of-Attorney"), and a
power-of-attorney from Gold & Appel dated January 19, 1998 and
remaining in full force and until January 15, 2001, a copy of
which 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 (the "January 19, 1998 Power-of-Attorney") (the
1995 Power-of-Attorney, January 14, 1998 Power of Attorney and
January 19, 1998 Power-of-Attorney being referred to
collectively as the "Power-of-Attorney"). 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 328,000 Common Shares. Mr. Anderson does not have a
controlling interest in FINDS and thus disclaims beneficial
ownership of the Common Shares held by FINDS.
Page 5 of 8
<PAGE>
(b) Gold & Appel has the sole power to vote 2,957,400 Common
Shares. Mr. Anderson has the power, on behalf of Gold & Appel,
to dispose of the 2,957,400 Common Shares beneficially owned
by Gold & Appel under the Power-of-Attorney.
(c) Since the filing of the Statement and Amendment No. 1 and
Amendment No. 2, Gold & Appel purchased an aggregate 266,400
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.
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 and
Amendment No. 2, and for the Joint Filing Agreement attached to this Amendment
No. 3 as Exhibit 7.1, 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.
Item 7 is supplemented as follows:
Exhibit 7.1 Joint Filing Agreement with respect to the joint
filing of this Amendment No. 3.
Page 6 of 8
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: February 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 7 of 8
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 3 to the Statement on
Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1 is
filed on behalf of each of us.
Date: February 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 8 of 8
