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. 1)1
GLOBAL TELESYSTEMS GROUP, INC.
(Name of Issuer)
Common Stock -- par value $.10 per share
(Title of Class of Securities)
37936U104
(CUSIP Number)
Sean P. McGuinness, Esq.
Swidler Berlin Shereff Friedman, LLP
3000 K Street, N.W., Suite 300, Washington, D.C. 20007
202-424-7500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 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 7 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 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).
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SCHEDULE 13D
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CUSIP No. 37936U104 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON: Gold & Appel Transfer, S.A.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
3,028,020 Shares of Common Stock
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,028,020 Shares of Common Stock
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.64% (based on the outstanding number of shares as specified
in the Issuer's Quarterly Report on Form 10-Q filed on May 17, 1999)
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14 TYPE OF REPORTING PERSON CO
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<PAGE>
<PAGE> SCHEDULE 13D
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CUSIP No. 37936U104 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON: Walt Anderson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
0 Shares of Common Stock
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0 Shares of Common Stock
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 Shares of Common Stock
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON IN
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This Amendment No. 1 ("Amendment No. 1") to Schedule 13D filed by Gold & Appel
Transfer, S.A., a British Virgin Islands corporation ("Gold & Appel"), and
Walt Anderson, a natural person and a U.S. citizen ("Mr. Anderson"), as joint
filers, with respect to the common stock, par value $0.10 per share (the
"Common Shares'), of Global Telesystems Group, Inc., a Delaware corporation
(the "Issuer") amends and/or supplements, as indicated, Items 3, 5, 6 and 7 of
the Schedule 13D filed by Gold & Appel and Mr. Anderson, as joint filers, on
March 26, 1999 (the "Statement"). All capitalized terms used and not defined
herein shall have the meanings ascribed to them in the Statement.
<PAGE>
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Gold & Appel sold a total of 1,103,000 Common Shares between May 6,
1999 and June 8, 1999 on the NASDAQ National Market, as follows:
Date Number of Shares Sale Price Per Share
---- ---------------- --------------------
05/06/99 10,000 $65.0000
05/14/99 10,000 63.1250
05/17/99 1,000 63.7500
05/17/99 1,500 63.8125
05/17/99 7,500 63.8750
05/18/99 20,000 67.0000
05/18/99 50,000 69.5000
05/18/99 10,000 70.0000
05/19/99 415,000 70.6325
05/24/99 1,300 75.2500
05/24/99 700 75.3125
05/25/99 29,000 77.0323
05/27/99 104,000 70.0000
06/02/99 177,500 77.2694
06/07/99 142,500 76.2654
06/08/99 123,000 77.3877
Total 1,103,000
In addition, Mr. Anderson sold a total of 41,678 shares between April
23, 1999 and June 8, 1999 on the NASDAQ National Market, as follows:
Date Number of Shares Sale Price Per Share
---- ---------------- --------------------
04/23/99 5,000 $65,0000
06/08/99 36,678 77.1648
Total 41,678
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
(a) Gold & Appel beneficially owns 3,028,020 Common Shares,
(the "Gold & Appel Shares") representing approximately 3.64%
of the outstanding Common Shares, based on the information
regarding outstanding Common Shares contained in the
Issuer's Quarterly Report on Form 10-Q filed on May 17,
1999.
Mr. Anderson has sold all of the 41,668.37 Common Shares
he beneficially owned.
Mr. Anderson is the President and a Director of The
Foundation for the International Non-governmental
Development of Space, a non-profit organization ("FINDS"),
which beneficially owns 104,568.45 Common Shares. Mr.
Page 4 of 7 Pages
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Anderson does not have a pecuniary or a controlling interest
in FINDS and thus disclaims beneficial ownership of the
Common Shares held by FINDS, which Common Shares are not
included in the holdings of Mr. Anderson disclosed pursuant
to this Schedule 13D.
(b) Mr. Anderson has the sole power to vote and dispose of
the Anderson Shares.
Gold & Appel has the sole power to vote the Gold & Appel
Shares.
Mr. Anderson has the sole power to dispose of the Gold &
Appel Shares by virtue of the power-of-attorney dated
January 19, 1998 and remaining in full force and until
January 15, 2001, executed by Gold & Appel and appointing
thereunder Mr. Anderson as Gold & Appel's attorney-in-fact
(the "Power-of-Attorney"). Pursuant to the Power-of-
Attorney, Mr. Anderson has the authority and power in the
name of and on behalf of Gold & Appel to, among other
things, buy, sell and trade the Common Shares held by Gold &
Appel. A copy of the Power-of-Attorney is filed as Exhibit
7.2 to the Statement on Schedule 13D filed with the SEC by
Gold & Appel and Mr. Anderson, as joint filers, with respect
to the securities of Esprit Telecom Group plc, on January
27, 1998, and which is incorporated herein by this
reference. Under the Power-of-Attorney, Mr. Anderson may be
deemed the beneficial owner of the Common Shares held by
Gold & Appel. Mr. Anderson, however, disclaims beneficial
ownership of the Common Shares held by Gold & Appel.
(c) Since the filing of the Statement, Gold & Appel sold an
aggregate 1,103,000 Common Shares as reported in Item 3
above.
In addition, during the past 60 days through the date
hereof, FINDS sold 88,000 Common Shares on the NASDAQ
National Market, as follows:
Number of Purchase Price
Date Shares Per Share
---- ---------- --------------
04/27/99 50,000 $65.2500
05/18/99 10,000 66.8750
05/20/99 10,000 73.5000
05/24/99 3,000 75.2500
05/25/99 3,400 70.0000
05/26/99 11,600 70.0000
Total 88,000
Page 5 of 7 Pages
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(d) No other person is known by Gold & Appel nor by Mr.
Anderson to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of, the Common Shares beneficially owned by Gold &
Appel or Mr. Anderson.
(e) On May 18, 1999, Gold & Appel ceased to be the beneficial
owner of more than five percent of the Common Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except for the Power-of-Attorney and the Joint Filing
Agreement attached to this Statement as Exhibit 7.1,
neither Gold & Appel nor Mr. Anderson has any contract,
arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities
of the Issuer, including but not limited to the transfer of
any of the Common Shares, beneficially owned by Gold &
Appel or Mr. Anderson, finder's fees, joint ventures,
guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.1 Joint Filing Agreement with respect to the joint
filing of this Statement.
Page 6 of 7 Pages
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SIGNATURES
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: June 8, 1999
Gold & Appel Transfer, S.A.,
a British Virgin Islands
corporation
By: /s/ Walt Anderson
--------------------------------
Walt Anderson, Attorney-in-Fact
for Gold & Appel Transfer, S.A.
/s/ Walt Anderson
---------------------------------
Walt Anderson
Page 7 of 7 Pages
Exhibit 7.1
Joint Filing Agreement
The undersigned hereby agree that the Statement on Schedule 13D to
which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on
behalf of each of us.
Date: June 8, 1999
Gold & Appel Transfer, S.A.,
a British Virgin Islands corporation
By: /s/ Walt Anderson
----------------------------------
Walt Anderson, Attorney-in-Fact for
Gold & Appel Transfer, S.A.
/s/ Walt Anderson
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Walt Anderson
