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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EQUALNET COMMUNICATIONS CORP.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
294408 10 9
(CUSIP Number)
Robert T. Molinet, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, Suite 3100
Atlanta, Georgia 30309-3592
(404) 815-3798
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d- 1(f) or 240.13d-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 ss.240.13d-7 for other
parties to whom copies are to be sent.
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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
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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
CUSIP No.: 294408 10 9
(1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only) Darryl S. Laddin, as Trustee of the Unsecured
Creditors' Trust of EqualNet Corporation
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (See instructions)
OO
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF (7) SOLE VOTING POWER
SHARES 3,000,000
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 3,000,000
PERSON (10) SHARED DISPOSITIVE POWER
WITH: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
(14) TYPE OF REPORTING PERSON (See instructions) OO (individual, as trustee
for unsecured creditors' trust)
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of common stock, $.01 par value per
share, of EqualNet Communications Corp., a Texas corporation (the "Common
Stock"). The principal executive offices of EqualNet Communications Corp.
("ECC") are located at 1250 Wood Branch Park Drive, Houston, Texas 77079.
ITEM 2. IDENTITY AND BACKGROUND.
Darryl S. Laddin ("Mr. Laddin" or the "Trustee"), the Trustee of the
Unsecured Creditors' Trust of EqualNet Corporation (the "Trust"), is a United
States citizen whose present principal occupation is that of attorney. Mr.
Laddin is a partner with the law firm of Smith, Gambrell & Russell, LLP, located
at 1230 Peachtree Street, Suite 3100, Atlanta, Georgia 30309. Mr. Laddin has,
within the previous five years, neither been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Second Amended Joint Plan of Reorganization of EqualNet
Corporation and EqualNet Communications Corp. (the "Plan"), on May 28, 1999, the
effective date of the Plan (the "Effective Date"), ECC made certain
contributions, including 3,000,000 shares of the Common Stock, to the Trust
created pursuant to the Plan. EqualNet Corporation, a Delaware corporation, is
the wholly-owned subsidiary of ECC.
Mr. Laddin, in his capacity as Trustee of the Trust, has sole
investment and voting power with respect to the 3,000,000 shares of the Common
Stock which ECC has contributed to the Trust pursuant to the Plan.
ITEM 4. PURPOSE OF TRANSACTION.
The Trust has been created pursuant to the Plan to facilitate the
payment of the claims of the general unsecured creditors of EqualNet
Corporation. Each general unsecured creditor is entitled to a beneficial
interest in the Trust which reflects the percentage which such creditor's claim
bears to the total amount of general unsecured claims. The issuance of such
beneficial interests is made in full satisfaction and discharge of any and all
claims of the general unsecured creditors of EqualNet Corporation against
EqualNet Corporation and ECC.
On the Effective Date, ECC contributed $1,350,000 in cash and 3,000,000
shares of the Common Stock to the Trust. The Plan also provides that ECC will
make additional contributions to the Trust of the Common Stock having a market
value equal to five percent of the dollar amount of allowed unsecured claims
which were not previously identified as undisputed on EqualNet Corporation's
Schedules of Assets and Liabilities filed with the Bankruptcy Court in
accordance with section 521(1) of the Bankruptcy Code. In addition, if the
average closing price of the Common Stock for the 25 trading days immediately
prior to the second anniversary of the Effective Date ("the
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Average Closing Price") is less than $1.00 per share, ECC shall contribute to
the Trust that number of additional shares of the Common Stock the aggregate
value of which, based on the Average Closing Price, is equal to the result
obtained by multiplying 1,500,000 by the difference between $1.00 and the
Average Closing Price.
Pursuant to the Plan, the Trustee has the continuing responsibility to
liquidate the assets of the Trust. The Plan provides that, unless authorized by
ECC to sell additional shares, during each of the first four consecutive six
month periods after the Effective Date, the Trustee is limited to selling
375,000 shares of the Common Stock held in the Trust. It is the intention of the
Trustee to liquidate the assets of the Trust in a commercially reasonable manner
consistent with the Plan for the benefit of the Trust beneficiaries.
In addition to the power to liquidate the Trust assets, the Trustee
will also have the power to direct the voting of the shares of the Common Stock
held in the Trust on any matter submitted to the shareholders of ECC. The Plan
also provides that the Trustee shall have the right to appoint one director to
the Board of Directors of each of ECC and EqualNet Corporation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Trustee has sole voting and investment power with respect to
3,000,000 shares of the Common Stock, which, based on the sum of (i) 20,972,111
shares of the Common Stock outstanding as of May 24, 1999 as reported on ECC's
Form 10-Q for the period ended March 31, 1999 and (ii) 3,000,000 shares of the
Common Stock issued by EEC to the Trust, represents 12.5% of the issued and
outstanding shares of EEC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Second Amended Joint Plan of Reorganization of EqualNet Corporation
and EqualNet Communications Corp. will be filed by amendment as Exhibit A.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: June 7, 1999
/s/ Darryl S. Laddin
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Darryl S. Laddin, as Trustee of the Unsecured
Creditors' Trust of EqualNet Corporation
