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. 5)1
GST TELECOMMUNICATIONS INC.
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(Name of Issuer)
Common Shares, without nominal or par value
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(Title of Class of Securities)
39573Q
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(CUSIP Number)
Maria Gray, Esq. John A. Maraia, Esq.
Orrick, Herrington & Sutcliffe Corporate Counsel
400 Sansome Street Legal Department
San Francisco, CA 94111 Tomen America Inc.
(415) 773-5464 1285 Avenue of The Americas
New York, New York 10019
(212) 397-5734
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 22, 1998
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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(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 2 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 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>
Page 2 of 2 Pages
This Amendment No. 5 to Schedule 13D is filed to indicate that the
reporting persons in the aggregate have ceased to be holders of 5% of a class of
the issuer's securities.
This statement, as amended, is filed by Tomen Corporation, Tomen America
Inc. and TM Communications LLC with respect to the shares of common stock of GST
Telecommunications Inc., without nominal or par value.
Item 5. Interest in Securities of Issuer
(e) On May 22, 1998, the reporting persons ceased to be beneficial holders
in the aggregate of more than five percent of the common stock of GST
Telecommunications Inc. outstanding as a result of a net issue exercise of
warrants whereby warrants for a total of 171,155 shares of Common Stock of GST
Telecommunications Inc. were exercised and converted into a total of 4,682
shares of Common Stock of GST Telecommunications Inc.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certify that the information set forth in
this statement is true, complete and correct.
Dated: April 23, 1999
TOMEN CORPORATION
By: *
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Name: Kazuhiko Otsuka
Title: Managing Director
TOMEN AMERICA INC.
By: /s/ Mitsuru Sakaki
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Name: Mitsuru Sakaki
Title: Vice President
TM COMMUNICATIONS LLC
By: /s/ Mitsuru Sakaki
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Name: Mitsuru Sakaki
Title: Manager
* By: /s/Mitsuru Sakaki
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Name: Mitsuru Sakaki
Title: Attorney-in-Fact
