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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
SmarTalk TeleServices, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
83169 A 100
(Cusip Number)
(Date of Event Which Requires Filing of this Statement: December 31, 1998)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* 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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 83169 A 100 13G Page 2 of 7 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
SHARES 2,691,719
BENEFICIALLY -------------------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER
2,691,719
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(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,691,719
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.74%
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(12) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 83169 A 100 13G Page 3 of 7 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,691,719
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
- --------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.74%
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(12) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a). NAME OF ISSUER:
SmarTalk TeleServices, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5800 Tuttle Crossing Blvd., Dublin, Ohio 43016-3566
ITEM 2(a). NAMES OF PERSONS FILING:
Fletcher Asset Management, Inc. ("FAM") and Alphonse Fletcher,
Jr.
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
22 East 67th Street, New York, New York 10021
ITEM 2(c). CITIZENSHIP:
FAM is a corporation organized under the laws of the State of
Delaware.
Alphonse Fletcher, Jr. is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01
ITEM 2(e). CUSIP NUMBER: 83169 A 100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [x] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F)
(g) [x] Parent Holding Company or control person, in
accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act
(i) [ ] Church Plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check
this box. [ ]
Page 4 of 7 Pages
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ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 2,691,719
(b) Percent of class:
9.74% (based on the 28,547,274 shares of Common Stock (the
"Common Stock") of SmarTalk TeleServices, Inc. (the "Company") reported to be
outstanding as of November 9, 1998 as reflected in the Company's quarterly
report on Form 10-Q filed with the Securities and Exchange Commission by the
Company for the quarter ended September 30, 1998 and the shares of Common Stock
underlying investment rights held by one of the Discretionary Accounts (as
defined below) that are convertible within 60 days of December 31, 1998.)
(c) Number of shares as to which FAM has:
(i) sole power to vote or to direct the vote:
2,691,719
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
2,691,719
(iv) shared power to dispose or to direct the
disposition of:
0
The amount of Common Stock reported to be beneficially owned
includes 939,895 shares of Common Stock issuable upon the exercise of certain
investment rights (the "Investment Rights") pursuant to a Subscription
Agreement, dated July 8, 1998, by and between the Company and FAM, as amended by
a Subscription Agreement Amendment dated August 28, 1998 (the "Subscription
Agreement"). The Investment Rights are exercisable within 60 days of December
31, 1998. The holdings reported reflect the amount of Common Stock that would
have been held had the Investment Rights been exercised on December 31, 1998.1
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1 Upon the consummation of a proposed sale of substantially all the assets of
the Company expected to be effected through bankruptcy proceedings
initiated by the Company, FAM believes that it will no longer have the
right to acquire Common Stock of the Company through the exercise of its
Investment Rights, but, instead, the Company will cause FAM to receive
certain value from the purchaser of the Company's assets, as provided in
the Subscription Agreement. Notwithstanding the foregoing, (a) nothing
contained herein shall be construed to be an admission of FAM regarding any
of its rights or remedies under the Subscription Agreement, (b) FAM hereby
expressly reserves all of such rights and remedies under the Subscription
Agreement and (c) the rights and obligations of FAM and the Com pany,
respectively, will be determined by a court of competent jurisdiction,
including, but not limited to, the bankruptcy court.
Page 5 of 7 Pages
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The 2,691,719 shares of Common Stock of the Company reported include
outstanding shares and shares underlying investment rights held in a
discretionary accounts managed by FAM (the "Discretionary Accounts"), for
Fletcher International Limited and Fletcher International Partners, a general
partnership. FAM has sole power to vote and sole power to dispose of all shares
of Common Stock in the Discretionary Account. By virtue of Mr. Fletcher's
position as President of FAM, Mr. Fletcher may be deemed to have the shared
power to vote or direct the vote of, and the shared power to dispose or direct
the disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to
be the beneficial owner of such Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
This Schedule l3G is filed by FAM, which is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940, as
amended, with respect to the 2,691,719 shares of Common Stock held at December
31, 1998 in the Discretionary Account managed by FAM. By reason of the
provisions of Rule l3d-3 under the Act, FAM and Mr. Fletcher may each be deemed
to own beneficially the shares of Common Stock owned by the Discretionary
Account. The Discretionary Account has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Common Stock purchased for its account.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Page 6 of 7 Pages
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ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below Fletcher Asset Management, Inc. and Alphonse
Fletcher, Jr. certify that, to the best of their knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct
February 16, 1999
Fletcher Asset Management, Inc.
/s/ ALPHONSE FLETCHER, JR.
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Alphonse Fletcher, Jr., President
/s/ ALPHONSE FLETCHER, JR.
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Alphonse Fletcher, Jr.
Page 7 of 7 Pages
