SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 7)
Equalnet Communications Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
294408-10-9
(CUSIP Number)
Mark A. Willis
1250 Wood Branch Park Dr.
Houston, Texas 77079
281-529-4648
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 5, 2000
(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 for
other parties to whom copies are to be sent.
*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 1 of 9 Pages -
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CUSIP No. 294408-10-9 Page 2 of 9
------------------------------ -------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Willis Group, LLC (76-0537286)
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 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,865,000 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 9,865,000 shares
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,865,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%**
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Includes 836,667 shares of common stock, par value $0.01 per share ("Common
Stock"), of Equalnet Communications Corp. ("Equalnet") covered by this item that
are purchasable by The Willis Group, LLC upon exercise of warrants described in
Item 4 of this Statement.
** Beneficial ownership percentages set forth herein assume that at August 21,
2000, there were 40,944,341 shares of Common Stock outstanding. Pursuant to Rule
13d-3 under the Securities Exchange Act of 1934, as amended, shares deemed to be
beneficially owned by the reporting person as a result of the options and
warrants are also deemed to be outstanding for purposes of computing these
percentages.
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<PAGE>
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CUSIP No. 294408-10-9 Page 3 of 9
------------------------------ -------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael T. Willis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 500,000 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 9,865,000 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 500,000 shares
10 SHARED DISPOSITIVE POWER
9,865,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,365,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%**
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Includes 836,667 shares of Common Stock of Equalnet covered by this item that
are purchasable by The Willis Group, LLC, and 500,000 shares of Equalnet covered
by this item that are purchasable by Michael T. Willis, in each case upon
exercise of warrants described in Item 4 of this Statement.
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<PAGE>
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CUSIP No. 294408-10-9 Page 4 of 9
------------------------------ -------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mark A. Willis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
F
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 34,080 shares
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 9,865,000 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 34,080 shares
10 SHARED DISPOSITIVE POWER
9,865,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,899,080*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7%**
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Includes 836,667 shares of Common Stock of Equalnet covered by this item that
are purchasable by The Willis Group, LLC upon exercise of warrants described in
Item 4 of this Statement. Also includes options to purchase an additional 3,333
shares of Common Stock issuable within 60 days upon the exercise of options
owned directly by such person.
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CUSIP No. 294408-10-9 Page 5 of 9
------------------------------ -------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
James T. Harris
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 9,865,000 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
9,865,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,865,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%**
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Includes 836,667 shares of Common Stock of Equalnet covered by this item that
are purchasable by The Willis Group, LLC upon exercise of warrants described in
Item 4 of this Statement.
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SCHEDULE 13D
OF
THE WILLIS GROUP, LLC
ITEM 1: SECURITY AND ISSUER
This Amendment No. 7 on Schedule 13D relates to the common stock, par
value $0.01 per share ("Common Stock"), of Equalnet Communications Corp., a
Texas corporation ("Equalnet" or the "Issuer"). This Amendment amends Items 1,
3, 4, 5 and 7 of Amendments No. 5 and 6 on Schedule 13D filed on March 12, 1999
and April 6, 2000, respectively.
ITEM 4: PURPOSE OF TRANSACTION
The Reporting Persons acquired the shares of Common Stock indicated
herein in the acquisitions reported above as part of their ongoing investment
strategy regarding the Issuer. The Reporting Persons currently do not intend to
acquire additional shares of Common Stock above their current ownership.
Except as set forth above in this Item 4, none of the Reporting Persons
nor, to the best of each Reporting Person's knowledge, any of the executive
officers or directors of such Reporting Persons, as applicable, has any plans or
proposal that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 to Schedule 13D, other than motions that may
be made by such Reporting Personas a creditor in connection with the filing by
the Issuer and two of its subsidiaries for reorganization under Chapter 11 of
the Bankruptcy Code.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b)
(c) Since the filing of the Amendment No. 6 and the transactions
described therein, The Willis Group sold an aggregate of 1,726,633 shares of
Common Stock. These sales were made during the period from March 29, 2000
through April 5, 2000 on the open market through registered broker dealers at an
average price per share of $0.41.
(d) At present, and as a result of the transactions described herein:
(i) The Willis Group beneficially owns or has the
right to acquire, in the form of currently exercisable
options, warrants and convertible preferred stock, directly or
indirectly, 9,865,000 shares of Common Stock of the Issuer,
which constitutes 23.6% of the Common Stock outstanding;
(ii) Michael T. Willis beneficially owns or has the
right to acquire, in the form of currently exercisable
warrants and convertible preferred stock, directly or
indirectly, 10,365,000 shares of Common Stock of the Issuer,
which constitutes 24.5% of the Common Stock outstanding;
(iii) Mark A. Willis beneficially owns or has the
right to acquire in the form of currently exercisable options,
warrants and convertible preferred stock, directly or
indirectly, 9,899,080 shares of Common Stock of the Issuer,
which constitutes 23.7% of the Common Stock outstanding; and
(iv) James T. Harris beneficially owns or has the
right to acquire in the form of currently exercisable warrants
and convertible preferred stock, directly or indirectly,
9,865,000 shares of Common Stock of the Issuer, which
constitutes 23.6% of the Common Stock outstanding,
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in each case based on:
- the total number of shares outstanding 40,944,341 shares of
Common Stock outstanding as of May 15, 2000, as contained in
the Issuer's filing on Form 10-Q for the quarterly period
ended March 31, 2000, filed with the Securities and Exchange
Commission on May 22, 2000;
- 9,028,333 shares of Common Stock outstanding and held directly
by The Willis Group, including 5,233,333 shares subject to
pledges that may continue to be voted by the original sellers
until record ownership of such shares is transferred;
- including as outstanding an additional 836,667 shares issuable
to The Willis Group under currently exercisable warrants,
including 236,667 subject to pledges to the original sellers;
- in the case of Michael T. Willis, an additional 500,000 shares
under currently exercisable warrants; and
- in the case of Mark A. Willis, 3,333 shares under currently
exercisable options.
Such securities, or the rights thereto, were acquired (and certain securities
were disposed of) pursuant to the transactions described in Item 3 and 5 hereof
and in the initial filing of and Amendment No. 1, Amendment No. 2, Amendment No.
3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 to this Schedule 13D.
Beneficial ownership above does not include shares of Common Stock
issuable upon conversion or exercise of 2,131 shares of Series D Preferred
Stock, 1,696 shares of Series F Preferred Stock, 333,116 warrants issued to the
Willis Group on September 4, 1998 (the "September Warrants") or 1,667 director
stock options issued to Mark A. Willis that will vest on March 6, 2001. The
terms of both the Series D and Series F Preferred Stock designations and the
September Warrants allow conversion or exercise of the respective series of
Preferred Stock and September Warrants only so long as the holder seeking
conversion or exercise does not hold more than 4.9% of the Company's Common
Stock at the time of conversion. The Willis Group currently holds in excess of
4.9% of the Company's Common Stock and therefore cannot convert any of these
shares of Series D or Series F Preferred Stock, or exercise the September
Warrants, into the Company's Common Stock at this time. Accordingly, none of the
Reporting Persons currently beneficially owns any shares of Common Stock which
would otherwise be issuable upon conversion of the Series D Preferred Stock, the
Series F Preferred Stock or the September Warrants. However, these limitations
do not prevent The Willis Group from converting and selling some of its holdings
and then converting more of its holdings. By doing this, The Willis Group could
sell more than 4.9% of the outstanding common stock of Equalnet while never
holding more than 4.9% at any one time.
(e) Of the shares beneficially owned by the Reporting Persons, The
Willis Group has, or will have, sole voting power and power to dispose of the
9,865,000 shares of Common Stock it owns or has the right to acquire under
currently exercisable warrants and convertible preferred stock, and each of
Messrs. Michael T. Willis, Mark Willis and Harris, as 48.5%, 48.5% and 3%
membership interest owners, respectively, of The Willis Group, have shared
voting and dispositive power with respect to all such shares. Mr. Michael T.
Willis will have sole voting power and dispositive power with respect to the
500,000 shares of Common Stock he has the right to acquire under a currently
exercisable warrant. Mr. Mark Willis has sole voting power and power to dispose
of the 30,747 shares of Common Stock he acquired as compensation for serving on
the Board of Directors of the Issuer and up to 5,000 shares that.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement
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[SIGNATURE PAGE TO FOLLOW]
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, correct and
complete.
THE WILLIS GROUP, LLC
<TABLE>
<S> <C>
Date: September 14, 2000 By: /s/ Mark A. Willis
------------------------------------------
Mark A. Willis, President
Date: September 14, 2000 /s/ Mark A. Willis
---------------------------------------------
Mark A. Willis
Date: September 14, 2000 /s/ Michael T. Willis
---------------------------------------------
Michael T. Willis
Date: September 14, 2000 /s/ James T. Harris
---------------------------------
James T. Harris
</TABLE>
[SIGNATURE PAGE TO SCHEDULE 13D]
A-1
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree and consent to the
filing of a single statement on behalf of all of them on this Amendment 7 to
Schedule 13D, in accordance with the provisions of Rule 13d-1(k)(1) of the
Securities Exchange Act of 1934, as amended.
Dated: September 14, 2000
THE WILLIS GROUP, LLC
By: /s/ Mark A. Willis
-------------------------------------
Mark A. Willis, President
MARK A. WILLIS
/s/ Mark A. Willis
-----------------------------------------
MICHAEL T. WILLIS
/s/ Michael T. Willis
-----------------------------------------
JAMES T. HARRIS
/s/ James T. Harris
-----------------------------------------
A-2
