SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 14)1
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)
Walt Anderson
c/o Gold & Appel, S.A.
1023 31st Street, 4th Floor, Washington, D.C. 20007
202-467-1189
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 1999
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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1 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 be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
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SCHEDULE 13D/A
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CUSIP No. 90337P10 Page 2 of 7
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1. NAMES OF REPORTING PERSONS: Gold & Appel Transfer, S.A.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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 12,927,034
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
12,927,034
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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) 63.57%
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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 3 of 7
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1. NAMES OF REPORTING PERSONS: Walt Anderson
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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 12,927,034
REPORTING ----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 12,927,034
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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) 63.57%
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14. TYPE OF REPORTING PERSON IN
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This Amendment No. 14 ("Amendment No. 10") 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 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, Amendment No. 8, Amendment No. 9,Amendment No. 10 , Amendment No. 11,
Amendment No. 12 and Amendment No. 13 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, April 21,
1998, October 23, 1998, March 26, 1999,June 24, 1999, July 28, 1999 and August
17, 1999 respectively ("Amendment No.1," "Amendment No. 2," "Amendment No. 3,"
"Amendment No. 4," "Amendment No. 5", "Amendment No. 6", "Amendment No. 7",
"Amendment No. 8", "Amendment No. 9","Amendment No. 10", "Amendment No. 11",
"Amendment No. 12" and "Amendment No. 13" 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, Amendment
No. 8, Amendment No. 9, Amendment No. 10,Amendment No. 11, Amendment No. 12
and Amendment No. 13.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Between August 30, 1999 and September 27, 1999, Gold & Appel purchased a
total of 423,300 Common Shares on the NASDAQ National Market, as follows:
Date Number of Shares Price Per Common Share
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08/30/99 8,400 1.75000
08/30/99 33,100 1.75000
08/31/99 2,000 1.75000
08/31/99 2,400 1.75000
08/31/99 45,100 1.68750
09/03/99 1,800 1.71875
09/07/99 4,000 1.75000
09/08/99 2,000 1.71875
09/08/99 11,700 1.68750
09/10/99 1,500 1.75000
09/10/99 21,000 1.71875
09/13/99 2,700 1.75000
09/15/99 2,500 1.75000
09/16/99 4,000 1.68750
09/17/99 9,000 1.75000
09/20/99 1,500 1.75000
09/20/99 17,000 1.75000
09/21/99 5,000 1.75000
09/21/99 16,500 1.75000
09/22/99 9,100 1.75000
09/23/99 100 1.75000
09/23/99 2,100 1.75000
09/23/99 38,700 1.75000
09/23/99 45,000 1.75000
09/23/99 14,100 1.75000
09/24/99 24,000 1.75000
09/24/99 51,000 1.75000
09/24/99 5,000 1.75000
09/24/99 20,000 1.75000
09/27/99 9,500 1.75000
09/27/99 13,500 1.75000
Total: 423,300
In addition, pursuant to a Stock Sale Agreement between Gold & Appel and
Michael McAnulty, a copy of which is filed herewith as Exhibit 7.2, on
September 24, 1999, Gold & Appel purchased 50,000 Common Shares at a purchase
price of $1.95 per Common Share.
All of the funds used to purchase the above-mentioned 423,300 Common
Shares on the NASDAQ National Market as well as the 50,000 Common Shares
acquired by Gold & Appel from Michael McAnulty came from Gold & Appel's
general corporate funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
Page 4 of 7
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(a) Gold & Appel beneficially owns 12,927,034 Common Shares,
representing approximately 63.57% of the outstanding Common Shares, based on
the number of Common Shares outstanding as of August 16, 1999, pursuant to the
Issuer's Quarterly Report on Form 10-Q filed on August 16, 1999.
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 1,570,400 Common Shares. Mr.
Anderson does not have any pecuniary interest in FINDS, nor does he have the
power to control the voting or disposition of the Common Shares held by FINDS,
and thus he disclaims beneficial ownership of the Common Shares held by FINDS.
(b) Gold & Appel has the sole power to vote 12,927,034 Common
Shares. Mr. Anderson has the power, on behalf of Gold & Appel, to dispose of
the 12,927,034 Common Shares beneficially owned by Gold & Appel under the
Power-of-Attorney.
(c) Since the filing of Amendment No. 13, Gold & Appel purchased
473,300 Common Shares as set forth 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. CONTRACTS, 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, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No.
10,Amendment No. 11, Amendment No. 12, Amendment No. 13 and for the Joint
Filing Agreement attached to this Amendment No. 14 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.
Page 5 of 7
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.1 Joint Filing Agreement with respect to the joint filing of
this Amendment No. 11 to Schedule 13D.
Exhibit 7.2 Stock Sale Agreement between Gold & Appel Transfer S.A.
and Michael McAnulty.
Page 6 of 7
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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. 14 to Schedule 13D is
true, complete and correct.
Date: September 28, 1999
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 7 of 7
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 14 to Schedule 13D to
which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on
behalf of each of us.
Date: September 28, 1999
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
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, Tortula British Virgin Islands and Michael McAnulty (MM), PO
Box 115, Besalem, PA 19020, USA.
The Parties Agree as Follows:
1. MM warrants that he has options which give him the right to purchase
up tp 50,000 shares of US WATS(USWI)
2. MM warrants that these options are free of any liens or encumbrances
and that he has the right to exercise the options until the year 2001
by paying $1.1875 per share.
3. MM agrees to sell the 50,000 shares represented by these option to
G&A for the price of $1.95 per share.
4. In order to facilitate this transaction, G&A agrees to laon MM the
necessary funds to purchase the shares using the option described in
item 2 form USWI. G&A will transfer funds to US WATS directly on
behalf of MM and MM will provide USWATS with the paperwork to
authorized the exercise of the options. MM agrees to instruct US
WATS to issue the shares directly into the name of G&A. G&A will pay
the balance of the funds to equal the purchase price of $1.95 per
share by wire transfer per instruction issued by MM within 2 working
days of receiving share certificate for the shares.
5. G&A agree that MM will have a lien against these shares until the
full payment is received by him.
6. In the event that US WATS does not issue shares to G&A or for any
other reason this transaction is not consummated, then funds loaned
to MM which have been paid to US WATS on his behalf will be returned
and MM agrees to issue instructions to US WATS to this effect. In
the event that the loan is not paid back within 30 days or not
applied to the purchase of the shares then the interest rate shall be
1.5% on the unpaid monthly 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 Pennsylvania.
9. 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 MM and to the address and contact below for G&A:
Walt Anderson
c/o Entree International
1023 31st Street, NW
Washington, DC 20007
Phone 202-467-1189
10. No party to this agreement may assign or transfer the obligations
hereunder.
11. If any portion of this agreement is found to be un-enforcable for
any reason then all other parts of the agreement will still be
binding on the parties.
12. 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.
Michael McAnulty Gold & Appel Transfer S.A.
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(Signature) (Signature/Title)
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Date Date
