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. 12)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)
Sean P. McGuinness, Esq.
Swidler Berlin Shereff Friedman, LLP
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)
July 20, 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 6 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 6
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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 13,463,734
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
11,271,534
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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) 67.29%
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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 6
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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 13,463,734
REPORTING ----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,463,734
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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) 67.29%
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14. TYPE OF REPORTING PERSON IN
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This Amendment No. 12 ("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 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, Amendment No. 5, Amendment No. 6, Amendment
No. 7, Amendment No. 8, Amendment No. 9,Amendment No. 10 and Amendment No. 11
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 and June 24, 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" and
Amendment No. 11, 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 and Amendment No. 11.
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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 192,200 Common Shares between June 23,
1999 and July 22, 1999 on the NASDAQ National Market, as follows:
Date Number of Shares Price Per Common Share
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06/23/99 5,000 1.75000
06/25/99 13,000 1.75000
06/28/99 3,000 1.75000
06/29/99 11,500 1.75000
07/01/99 400 1.68750
07/01/99 1,400 1.71875
07/06/99 4,000 1.75000
07/07/99 2,900 1.71875
07/07/99 200 1.68750
07/07/99 6,200 1.75000
07/08/99 15,000 1.71875
07/08/99 31,500 1.75000
07/09/99 6,600 1.75000
07/09/99 2,000 1.68750
07/12/99 13,500 1.75000
07/13/99 1,100 1.75000
07/14/99 6,500 1.75000
07/15/99 25,000 1.75000
07/16/99 10,500 1.75000
07/19/99 24,100 1.75000
07/20/99 5,300 1.75000
07/21/99 500 1.75000
07/22/99 3,000 1.75000
Total: 192,200
In addition, Under a Stock Sale Agreement dated as of July 20, 1999
between Gold & Appel and Murray Goldberg (the "Agreement"), a copy of
which is filed herewith as Exhibit 7.2, Gold & Appel purchased 2,000,000
Common Shares for $3,900,000.00, representing a purchase price of $1.95
per Common Share.
All of the funds used to purchase the above-mentioned 2,192,200 Common
Shares acquired by Gold & Appel from Issuer 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 13,463,734 Common Shares,
representing approximately 67.29% of the outstanding Common Shares, based on
the number of Common Shares outstanding as of May 7, 1999, pursuant to the
Issuer's Quarterly Report on Form 10-Q filed on May 17, 1999.
Page 4 of 6
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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 pecunicary 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 13,463,734 Common
Shares. Mr. Anderson has the power, on behalf of Gold & Appel, to dispose of
the 13,463,734 Common Shares beneficially owned by Gold & Appel under the
Power-of-Attorney.
(c) Since the filing of Amendment No. 11, Gold & Appel purchased an
aggregate of 2,192,200 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. 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 and
Amendment No. 11, and for the Joint Filing Agreement attached to this
Amendment No. 12 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.
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 and Murray
Goldberg.
Page 5 of 6
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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. 12 to Schedule 13D is
true, complete and correct.
Date: July 27, 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 6 of 6
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 12 to Schedule 13D to
which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on
behalf of each of us.
Date: July 27, 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
Exhibit 7.2
STOCK SALE AGREEMENT
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 Murray Goldberg (MG), 26 Anthony
Drive, Malvern, PA 19355, USA.
The Parties Agree as Follows:
1. MG warrants that he owns more than 2,000,000 (Two Million) shares of
US WATS stock (symbol USWI) and that the shares a free of any liens or
encumbrances.
2. MG agrees to sell G&A 2,000,000 shares of USWI for $1.95 US Dollars
per share. Immediately upon the receipt of $3,900,000 (Three Million
Nine Hundred Thousand) US Dollars via wire transfer, MG agrees to deliver
via overnight courier or in person the stock certificate for the
2,000,000 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 MG 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
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.
Murray Goldberg Gold & Appel Transfer S.A.
/s/Murray Goldberg /s/ Walt Anderson, Power of
Attorney in Fact
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(Signature) (Signature/Title)
7/20/99 7/19/99
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Date Date
