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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. 2)*
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
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(CUSIP Number)
Carter Strong, Esq. (202) 857-6252
Arent Fox Kintner Plotkin & Kahn
1050 Connecticut Avenue, NW, Washington, D.C. 20036-5339
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 26, 1997
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(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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 90337P10 Page of 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
2,691,000
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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,691,000
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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)
15.31%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
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 of Pages
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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) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
United States
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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 2,691,000
WITH
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,691,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.31%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
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. 2 ("Amendment No. 2") 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 thereto filed by Gold & Appel and
Mr. Anderson as joint filers on December 17, 1997 ("Amendment No. 1"). All
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Statement, as amended by Amendment No. 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Gold & Appel purchased a total of 314,000 Common Shares between
December 16, 1997 and December 31, 1997, in the NASDAQ SmallCap Market in
over-the-counter transactions, as follows:
Date Number of Shares Price per Common Share
---- ---------------- ----------------------
12/16/97 10,500 2.1400000
12/22/97 10,000 2.0000000
12/23/97 51,000 2.1930000
12/23/97 36,000 2.2500000
12/24/97 45,000 2.2465000
12/26/97 60,000 2.2500000
12/29/97 20,500 2.2656000
12/29/97 5,000 2.2500000
12/30/97 46,000 2.3104000
12/31/97 10,000 2.3281250
12/31/97 20,000 2.3437500
TOTAL 314,000
<PAGE>
All of the funds used to purchase the above 314,000 Common Shares acquired by
Gold & Appel 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 2,691,000 Common Shares,
representing approximately 15.31% of the outstanding Common
Shares, based on the outstanding shares as of November 26,
1997 pursuant to information provided to Gold & Appel by the
Issuer.
By virtue of the power-of-attorney dated January 6, 1995,
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, among
other things, to buy, sell and trade the Common Shares, and
therefore may also be deemed the beneficial owner of such
2,691,000 Common Shares. 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.
(b) Gold & Appel has the sole power to vote 2,691,000 Common
Shares. Mr. Anderson has the power, on behalf of Gold & Appel,
to dispose of the 2,691,000 Common Shares beneficially owned
by Gold & Appel under the Power-of-Attorney.
(c) Since the filing of the Statement and Amendment No. 1, (i)
Gold & Appel purchased an aggregate 314,000 Common Shares as
reported in Item 3 above, and (ii) FINDS purchased 50,000
Common Shares in the NASDAQ SmallCap Market on December 18,
1997at $2.125 per share.
(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>
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
for the Joint Filing Agreement attached to this Amendment No. 2 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. 2.
<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: January 5, 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
---------------------------------------------
Walt Anderson
Exhibit 7.1
Joint Filing Agreement
The undersigned hereby agree that Amendment No. 2 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: January 5, 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
