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. )1
US WATS, INC.
(Name of Issuer)
COMMON STOCK -- PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
90337P10
--------
(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)
October 23, 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(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
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CUSIP No. 90337P10 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON: Foundation for the International Non-
governmental Development of Space ("FINDS")
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON : 51-0377880
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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
Delaware
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7 SOLE VOTING POWER
1,570,400 Shares of Common Stock
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,570,400 Shares of Common Stock
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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)
8.28% (based on the information contained in the Issuer's Form 10-K
for the year ending December 31, 1998, filed with the
Commission on March 31, 1999)
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14 TYPE OF REPORTING PERSON CO
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.001 per share
(the "Common Shares"), of US WATS, Inc., a New York corporation (the
"Issuer").The Issuer's principal executive offices are located at 111
Presidential Boulevard, Bala Cynwyd, Pennsylvania 19004.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Foundation for the International Non-governmental
Development of Space ("FINDS"), a Delaware not-for-profit
corporation
(b) 2000 L Street, N.W., Suite 200
Washington, D.C. 20036
(c) FINDS is a charitable foundation.
(d) Neither FINDS, nor any director or executive officer of FINDS,
has been, during the past five years, convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither FINDS, nor any director or executive officer of FINDS,
has been, during the past five years, a party to any civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Delaware
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
FINDS purchased a total of 1,570,400 Common Shares on the NASDAQ
SmallCap Market in over-the-counter transactions between November 19, 1997 and
May 12, 1999 as follows:
Date Number of Shares Price Per Share
11/19/97 20,000 $1.750000
11/20/97 3,000 1.718700
11/20/97 14,000 1.734300
11/20/97 21,000 1.750000
11/21/97 20,000 1.678100
12/03/97 3,000 1.937500
12/03/97 17,000 1.968700
12/03/97 80,000 2.000000
12/05/97 100,000 1.968700
12/18/97 50,000 2.125000
03/11/98 15,000 2.125000
03/25/98 25,000 1.625000
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03/26/98 50,000 1.625000
03/27/98 75,000 1.704200
03/30/98 22,000 1.674700
05/05/98 3,500 2.000000
05/18/98 25,000 2.000000
08/19/98 5,000 1.937500
09/03/98 10,000 1.625000
09/04/98 2,000 1.437500
09/08/98 4,000 1.593700
09/08/98 9,000 1.687500
09/09/98 7,500 1.656200
09/09/98 10,000 1.687500
09/10/98 2,500 1.750000
09/16/98 10,000 1.625000
09/17/98 2,000 1.750000
09/21/98 8,000 1.835900
09/22/98 52,000 1.875000
09/23/98 50,000 1.875000
09/23/98 4,500 1.812500
09/25/98 2,500 1.750000
09/28/98 50,000 1.875000
09/30/98 5,000 1.843700
09/30/98 1,000 1.875000
10/07/98 6,000 1.734375
10/09/98 2,500 1.750000
10/13/98 13,000 1.750000
10/14/98 5,000 1.750000
10/14/98 45,000 1.812500
10/15/98 20,000 1.750000
10/19/98 20,000 1.625000
10/23/98 279,000 1.406250
10/26/98 4,000 1.500000
10/28/98 2,000 1.593750
11/04/98 6,000 1.593800
11/05/98 10,000 1.742200
11/17/98 7,500 1.630000
11/18/98 2,500 1.630000
04/13/99 8,000 1.500000
04/20/99 1,000 1.500000
04/21/99 8,000 1.500000
04/21/99 2,000 1.468750
04/22/99 40,000 1.500000
04/26/99 25,000 1.500000
04/27/99 13,000 1.500000
04/30/99 50,000 1.312500
04/30/99 50,000 1.375000
05/03/99 5,700 1.312500
05/03/99 25,000 1.375000
05/04/99 1,100 1.343750
05/04/99 5,600 1.406250
05/04/99 5,100 1.437500
05/04/99 24,900 1.375000
05/05/99 10,000 1.468750
05/05/99 20,500 1.500000
05/06/99 2,500 1.500000
05/07/99 11,000 1.562500
Page 4 of 7 Pages
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05/10/99 2,000 1.500000
05/10/99 15,000 1.625000
05/11/99 26,000 1.687500
05/12/99 18,000 1.718750
Total 1,570,400
All of the funds used to purchase the above 1,570,400 Common Shares acquired
by FINDS came from FINDS general corporate funds.
ITEM 4. PURPOSE OF TRANSACTION.
FINDS acquired the above-mentioned Common Shares for investment
purposes. FINDS may determine to purchase additional securities of the Issuer
or to sell some or all of any of the Common Shares FINDS owns at any time in
private or market transactions depending on market conditions, an evaluation
of the Issuer's business, prospects and financial condition, the market for
the Common Shares, other opportunities available to FINDS, general economic
conditions, money and stock market conditions, and other further developments.
Except as described herein, FINDS has no plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the Issuer's present board of directors or
management, including any plans or proposals to change the
number or term of directors or to fill any existing
vacancies on the Issuer's board of directors;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by
any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
Page 5 of 7 Pages
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(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
FINDS may at any time and from time to time review or reconsider the
position of FINDS and formulate plans or proposals with respect to the Issuer
and its securities, but has no current intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) FINDS beneficially owns 1,570,400 Common Shares
representing approximately 8.28% of the outstanding Common
Shares, based on the information regarding outstanding
Common Shares contained in the Issuer's Annual Report on
Form 10-K filed on March 31, 1999.
In addition, Mr. Walt Anderson, the President and a
Director of FINDS, is the Secretary and Attorney-in-Fact
for Gold & Appel, S.A., a British Virgin Islands
corporation, which owns 11,019,934 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) FINDS has the sole power to vote and dispose of the Common
Shares.
(c) During the 60 days preceding the date of this Statement,
FINDS acquired the Common Shares as reported in Item 3
above.
(d) No other person is known by FINDS 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 FINDS.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
FINDS has no 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 FINDS, 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.
None.
Page 6 of 7 Pages
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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 Statement is true, complete and
correct.
Date: May 26, 1999
Foundation for the International
Non-governmental Development of
Space, a Delaware not-for-profit
corporation
By: /s/ Walt Anderson
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Walt Anderson, President
Page 7 of 7 Pages
