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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Telscape International, Inc.
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(formerly known as Polish Telephones and Microwave Corporation)
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
730905 10 6
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(CUSIP Number)
Ralph V. De Martino, Esq.
De Martino Finkelstein Rosen & Virga
1818 N Street, N.W., Suite 400
Washington, D.C. 20036
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(Name, address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 20, 1996
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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(b)(3) or (4), check the following box: [ ]
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SCHEDULE 13D
CUSIP NO. 730905 10 6
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ricardo Orea Gudino
2. Check the appropriate box if a member of a group (a)[ ]
(b)[x]
3. SEC Use only
4. Source of Funds
OO
5. Check Box if disclosure of legal proceedings is required pursuant to items
2(d) or (e) [ ]
Not Applicable
6. Citizenship or place of organization
Mexico
7. Sole Voting Power
460,000 shares of Common Stock, $.001 par value
Number of Shares
Beneficially 8. Shared voting power
Owned by Not Applicable
Each
Reporting 9. Sole dispositive power
Person 460,000 shares of Common Stock, $.001 par value
10. Shared dispositive power
Not Applicable
11. Aggregate amount beneficially owned by each reporting person
460,000 shares of Common Stock, $.001 par value
12. Check box if the aggregate amount in row (11) excludes certain shares [ ]
Not Applicable
13. Percent of class represented by amount in row (11)
11.2%
14. Type of reporting person
IN
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Item 1. This statement relates to the Common Stock, $.001 par value, (the
"Common Stock") of Telscape International, Inc., a Texas corporation,
formerly known as Polish Telephones and Microwave Corporation, whose
principal executive offices are located at:
4635 Southwest Freeway
Suite 800
Houston, TX 77027
[Hereinafter, Telscape International, Inc. and its predecessor Polish
Telephones and Microwave Corporation are referred to as "PTMC."]
Item 2. The person filing this statement is Ricardo Orea Gudino. His business
address is c/o Telereunion, Inc., Moras No. 430 Freeway, Col. Del
Valle, Del. Benito Juarez, 03100 Mexico, D.F. Mr. Orea is the Vice
President and Assistant Secretary of Telereunion, Inc.("Telereunion"),
a Delaware corporation, and, as described in item 3 below, is a
director of PTMC, and is the beneficial owner and president of
Bollington Developments Ltd., ("Bollington"), a British Virgin Islands
entity. During the last five years, Mr. Orea has not been convicted in
a criminal proceeding nor was he a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction. Mr. Orea is
a citizen of Mexico.
Item 3. Pursuant to the terms of an Agreement and Plan of Merger (the
"Agreement") entered into on or about April 26, 1996 between PTMC,
PTMC Acquisition Sub, Inc., a Delaware corporation, Telereunion and
the Stockholders of Telereunion, on May 20, 1996, PTMC issued an
aggregate of 1,605,000 shares of Common Stock, 380,000 shares of
Series B Non-Voting, Non-Participating Preferred Stock, $.001 par
value (the "Series B Preferred Stock") with an aggregate liquidation
value of $380,000, Series A Common Stock Warrants to purchase up to
2,500,000 shares of Common Stock and Series B Common Stock Warrants to
purchase up to 95,000 shares of Common Stock to the Stockholders of
Telereunion in exchange for the issued and outstanding shares of
Common Stock, $.001 par value, of Telereunion. The Series A and Series
B Common Stock Warrants will become exercisable only upon the
attainment by PTMC of certain financial objectives. In addition, PTMC
issued options to purchase an aggregate of approximately 217,000
shares of Common Stock of PTMC to certain former shareholders of
Telereunion. Pursuant to the Agreement, the Telereunion 1995 Stock
Option and Appreciation Rights Plan was converted and amended to
provide for the right to acquire shares of PTMC in the stead of
Telereunion's common stock on the same terms and conditions as set
forth in the Agreement. Accordingly, Mr. Orea received an option to
purchase 25,000 shares of common stock of PTMC at an exercise price of
$1.35 (the "Telereunion Option"). The Telereunion Option is vested and
exercisable and expires in September 2005. Pursuant to the terms of
the Agreement, the number of issued and outstanding shares of PTMC
prior to the merger was 1,890,442 shares of Common Stock and the
number of issued and outstanding shares of PTMC Common Stock after the
merger was 3,495,442. [As of October 14, 1996, there were 3,990,969
shares
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of Common Stock of PTMC issued and outstanding.] According to the
terms of the Agreement, Mr. Orea acquired 126,000 shares of Common
Stock of PTMC, a Series A Common Stock Warrant representing the right
to purchase 241,208 shares of Common Stock and Bollington, of which
Mr. Orea is president and beneficial owner, acquired 234,000 shares of
Common Stock of PTMC, 126,667 shares of Series B Preferred Stock, and
a Series A Common Stock Warrant representing the right to purchase
447,959 shares of Common Stock. Additionally, the Agreement provides
that Mr. Orea will become a director of PTMC immediately upon closing.
Pursuant to the Agreement, PTMC also increased the size of its board
of directors by one member, from its pre-acquisition size of six
members to seven. Messrs. Panno, Varghese, Kirkland, Efird, Landa,
Garcia and Orea comprised the board of directors of PTMC immediately
following the closing under the Agreement. A copy of the Agreement was
filed on June 4, 1996 as an exhibit to the Schedule 13D for Mr. Orea
and is incorporated herein by reference.
In October 1996, an option to purchase 75,000 shares of common stock
of PTMC was granted to Mr. Orea by the board of directors of PTMC and
was subsequently approved by the shareholders of PTMC in November 1996
(the "1996 Option"). The 1996 Option is vested and exercisable at a
price of $4.875. The 1996 Option expires in October 2006.
Item 4. See item 3 above, incorporated herein by reference.
Item 5. (a) Mr. Orea individually and through Bollington beneficially owns
460,000 shares of Common Stock of PTMC or 11.2% of the 4,090,969
shares issued and outstanding after the merger. The number of shares
beneficially owned excludes the shares of Common Stock issuable upon
exercise of the Series A Common Stock Warrants as the rights
represented thereby are subject to vesting upon the attainment by PTMC
of certain financial objectives which are not anticipated to occur
within the next sixty (60) days and also excludes the Series B
Preferred Stock which is non-voting.
(b) Mr. Orea has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of all 460,000
shares of Common Stock of PTMC.
(c) Other than as described herein, there were no transactions in the
Common Stock of PTMC effected during the past sixty (60) days by Mr.
Orea.
(d) There is no other person known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds from the
sale of such securities reported herein.
(e) Mr. Orea recently became a beneficial owner of more than five
percent of Common Stock of PTMC; accordingly, item 5(e) is not
applicable.
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Item 6. There are no material contracts, understandings, or relationships
other than as described in Item 3, which information is incorporated
herein by reference.
Item 7. A copy of the Agreement dated April 26, 1996 filed on June 4, 1996 as
an exhibit to the Schedule 13D for Mr. Orea is incorporated herein by
reference.
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SIGNATURE
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.
3/20/97 /s/ Ricardo Orea Gudino
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Date Signature
Ricardo Orea Gudino
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Name
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