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. 2)1
TELSCAPE INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
730905 10 6
-----------
(CUSIP Number)
Swidler Berlin Shereff Friedman, LLP
3000 K Street, N.W., Suite 300
Washington, D.C. 20007
(Name, address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 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 4 Pages)
- ------------------
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).
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 730905 10 6 Page 2 of 4 Pages
1. Name of Reporting Person: Eugene Scott Crist
S.S. or I.R.S. Identification No. of Above Person: ###-##-####
2. Check the appropriate box if a member of a group (a)[ ]
(b)[ ]
3. SEC Use only
4. Source of Funds
N/A
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
United States
7. Sole Voting Power:
1,300,000 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 1,300,000 shares of Common Stock, $.001
With: par value
10. Shared dispositive power:
Not Applicable
11. Aggregate amount beneficially owned by each reporting person:
1,300,000 shares of Common Stock, $.001 par value
12. Check box if the aggregate amount in row (11) excludes certain shares
[ ]
Not Applicable
13. Approximate percent of class represented by amount in row (11):
13.0%
14. Type of reporting person: IN
<PAGE>
<PAGE>
Item 1. This statement relates to the Common Stock, $.001 par value (the
"Common Stock"), of Telscape International, Inc., a Texas corporation
("Telscape"), whose principal executive offices are located at:
2700 Post Oak Blvd., Ste. 1000
Houston, TX 77056
Item 2. The person filing this statement is Eugene Scott Crist. His
business address is c/o Telscape International, Inc., 2700 Post Oak Blvd.,
Suite 1000, Houston, Texas 77056. Mr. Crist is the Chief Executive Officer
of Telscape. During the last five years, Mr. Crist 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. Crist is a citizen of
the United States.
Item 3. A cashless exercise was done for 300,000 Series A Common Stock
warrants and 49,000 Series B Common Stock warrants. This resulted in 255,621
common shares.
Item 4. Cashless exercise of warrants, no funds required.
Item 5. (a) Mr. Crist beneficially owns 1,300,000 shares of Common Stock
of Telscape or 13.0% of the approximate 10,000,000 shares outstanding, using
the treasury method. The number of shares beneficially owned does not exclude
any rights of Mr. Crist other than the shares of Common Stock issuable upon
exercise of 22,219 options vesting over three years granted to Mr. Crist on
April 30, 1998 as the rights represented thereby are subject to vesting not
anticipated to occur within the next sixty (60) days.
(b) Mr. Crist has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of all 1,300,000 shares of
Common Stock of Telscape.
(c) Other than as described herein, there were no transactions in the
Common Stock of Telscape effected during the past sixty (60) days by Mr.
Crist.
(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.
Item 6. There are no material contracts, understandings, or relationships.
Item 7. There are no Exhibits.
<PAGE>
<PAGE>
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.
Date: December 1, 1999 /s/ E. Scott Crist
----------------------
E. Scott Crist
