SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
U.S. REALTEL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
902979103
--------------------------------------------------------------------------------
(CUSIP Number)
Ross J. Mangano
Oliver Estate, Inc.
112 W. Jefferson Boulevard
Suite 613
South Bend, Indiana 46601
Telephone no. 291-232-8213
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 5, 2002
--------------------------------------------------------------------------------
(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 Sections 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 Section
240.13d-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).
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Troon & Co. FEIN: 35-6224732
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
551,615(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
551,615(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
---------
(1) Includes Warrants to purchase a total of 551,615 shares of Common Stock as
more fully described below.
(2) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the Purchased
Agreement (as defined below); (c) 2,342,388 shares of Common Stock issuable
upon exercise of outstanding options, as disclosed in the Purchase
Agreement; and (d) 8,849,558 shares of Common Stock issuable upon conversion
of outstanding convertible notes as disclosed in the Purchase Agreement.
2
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Jo. & Co. FEIN: 35-1876627
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,508,108(3)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,508,108(3)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(4)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
---------
(3) Includes Warrants to purchase a total of 558,707 shares of Common Stock as
more fully described below.
(4) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the Purchased
Agreement (as defined below); (c) 2,342,388 shares of Common Stock issuable
upon exercise of outstanding options, as disclosed in the Purchase
Agreement; and (d) 8,849,558 shares of Common Stock issuable upon conversion
of outstanding convertible notes as disclosed in the Purchase Agreement.
3
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Joseph D. Oliver Trust - GO Cunningham Fund FEIN: 36-6010982
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
127,455(5)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
127,455(5)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(4)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
---------
(5) Includes Warrants to purchase a total of 64,955 shares of Common Stock as
more fully described below.
(6) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the Purchased
Agreement (as defined below); (c) 2,342,388 shares of Common Stock issuable
upon exercise of outstanding options, as disclosed in the Purchase
Agreement; and (d) 8,849,558 shares of Common Stock issuable upon conversion
of outstanding convertible notes as disclosed in the Purchase Agreement.
4
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Joseph D. Oliver Trust - James Oliver II Fund FEIN: 36-6010984
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
127,455(7)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
127,455(7)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(8)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
---------
(7) Includes Warrants to purchase a total of 64,955 shares of Common Stock as
more fully described below.
(8) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the Purchased
Agreement (as defined below); (c) 2,342,388 shares of Common Stock issuable
upon exercise of outstanding options, as disclosed in the Purchase
Agreement; and (d) 8,849,558 shares of Common Stock issuable upon conversion
of outstanding convertible notes as disclosed in the Purchase Agreement.
5
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Joseph D. Oliver Trust - Joseph Oliver Jr. Fund FEIN: 36-6010986
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
127,455(9)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
127,455(9)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(10)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
---------
(9) Includes Warrants to purchase a total of 64,955 shares of Common Stock as
more fully described below.
(10) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the
Purchased Agreement (as defined below); (c) 2,342,388 shares of Common
Stock issuable upon exercise of outstanding options, as disclosed in the
Purchase Agreement; and (d) 8,849,558 shares of Common Stock issuable upon
conversion of outstanding convertible notes as disclosed in the Purchase
Agreement.
6
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Joseph D. Oliver Trust - Susan C. Oliver Fund FEIN: 36-6010988
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
127,455(11)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
127,455(11)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(12)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
---------
(11) Includes Warrants to purchase a total of 64,955 shares of Common Stock as
more fully described below.
(12) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the
Purchased Agreement (as defined below); (c) 2,342,388 shares of Common
Stock issuable upon exercise of outstanding options, as disclosed in the
Purchase Agreement; and (d) 8,849,558 shares of Common Stock issuable upon
conversion of outstanding convertible notes as disclosed in the Purchase
Agreement.
7
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
J. Oliver Cunningham Trust FEIN: 35-6234496
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
BK
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
410,285(13)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
410,285(13)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(14)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
---------
(13) Includes Warrants to purchase a total of 103,500 shares of Common Stock
issued in connection with the Bridge Loan as more fully described below
and Convertible Notes that are currently convertible into 306,785 shares of
Common Stock issued in connection with the Purchase Agreement as more fully
described below.
(14) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the
Purchased Agreement (as defined below); (c) 2,342,388 shares of Common
Stock issuable upon exercise of outstanding options, as disclosed in the
Purchase Agreement; and (d) 8,849,558 shares of Common Stock issuable upon
conversion of outstanding convertible notes as disclosed in the Purchase
Agreement.
8
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Anne C. McClure Trust FEIN: 36-6234495
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
BK
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
410,285(15)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
410,285(15)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(16)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
---------
(15) Includes Warrants to purchase a total of 103,500 shares of Common Stock
issued in connection with the Bridge Loan as more fully described below
and Convertible Notes that are currently convertible into 306,785 shares of
Common Stock issued in connection with the Purchase Agreement as more fully
described below.
(16) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the
Purchased Agreement (as defined below); (c) 2,342,388 shares of Common
Stock issuable upon exercise of outstanding options, as disclosed in the
Purchase Agreement; and (d) 8,849,558 shares of Common Stock issuable upon
conversion of outstanding convertible notes as disclosed in the Purchase
Agreement.
9
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Jane C. Warriner Trust FEIN: 36-6234484
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
BK
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
410,284(17)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
410,284(17)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(18)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
---------
(17) Includes Warrants to purchase a total of 103,500 shares of Common Stock
issued in connection with the Bridge Loan as more fully described below
and Convertible Notes that are currently convertible into 306,784 shares of
Common Stock issued in connection with the Purchase Agreement as more fully
described below.
(18) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the
Purchased Agreement (as defined below); (c) 2,342,388 shares of Common
Stock issuable upon exercise of outstanding options, as disclosed in the
Purchase Agreement; and (d) 8,849,558 shares of Common Stock issuable upon
conversion of outstanding convertible notes as disclosed in the Purchase
Agreement.
10
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Ross J. Mangano
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
233,621(19)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
233,621(19)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(20)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
---------
(19) Includes Warrants to purchase a total of 158,621 shares of Common Stock
issued in connection with the Bridge Loan as more fully described below.
Mr. Mangano may be deemed to beneficially own the shares of Common Stock of
the other reporting persons hereto based on his position as general
partner, trustee, officer, director or control person thereof. Mr. Mangano
disclaims beneficial ownership of all shares not owned personally by him.
(20) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the
Purchased Agreement (as defined below); (c) 2,342,388 shares of Common
Stock issuable upon exercise of outstanding options, as disclosed in the
Purchase Agreement; and (d) 8,849,558 shares of Common Stock issuable upon
conversion of outstanding convertible notes as disclosed in the Purchase
Agreement.
11
CUSIP NO. 902979103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
James G. Hart
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
86,473(21)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
86,473(21)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,491
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%(22)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
---------
(20) Includes Warrants to purchase a total of 38,973 shares of Common Stock as
more fully described below.
(22) Based on an aggregate of 20,288,096 consisting of (a) 5,873,395 outstanding
shares of Common Stock as disclosed in the Company's Form 10-QSB dated May
20, 2002; (b) 3,222,755 shares of Common Stock issuable upon exercise of
outstanding warrants to purchase Common Stock, as disclosed in the
Purchased Agreement (as defined below); (c) 2,342,388 shares of Common
Stock issuable upon exercise of outstanding options, as disclosed in the
Purchase Agreement; and (d) 8,849,558 shares of Common Stock issuable upon
conversion of outstanding convertible notes as disclosed in the Purchase
Agreement.
12
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D/A (this "Amendment") amends a Schedule 13G previously
filed by Jo & Co. and Ross J. Mangano on February 14, 2001. This Amendment
relates to the common stock (the "Common Stock") of U.S. RealTel, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 15 Piedmont Center, Suite 100, Atlanta, Georgia 30305.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Amendment is filed by:
(i) Troon & Co., an Indiana general partnership ("Troon"),
with respect to shares beneficially owned by it;
(ii) Jo & Co., an Indiana general partnership ("Jo"), with
respect to shares beneficially owned by it;
(iii) Joseph D. Oliver Trust - GO Cunningham Fund, an Illinois
trust ("GOC Trust"), with respect to shares beneficially owned by it;
(iv) Joseph D. Oliver Trust - James Oliver II Fund, an
Illinois trust ("JOII Trust"), with respect to shares beneficially
owned by it;
(v) Joseph D. Oliver Trust -Joseph D. Oliver, Jr. Fund, an
Illinois trust ("JDO Trust"), with respect to shares beneficially owned
by it;
(vi) Joseph D. Oliver - Susan C. Oliver Fund, an Illinois
trust ("SCO Trust"), with respect to shares beneficially owned by it;
(vii) J. Oliver Cunningham Trust, an Indiana trust ("JOC
Trust"), with respect to shares beneficially owned by it;
(viii) Anne C. McClure Trust, an Illinois trust ("ACM Trust"),
with respect to shares beneficially owned by it;
(ix) Jane C. Warriner Trust, an Indiana trust ("JCW Trust"),
with respect to shares beneficially owned by it;
(x) Ross J. Mangano with respect to shares beneficially owned
by him; and
(xi) James G. Hart with respect to shares beneficially owned
by him.
Messrs. Mangano and Hart disclaim ownership of any shares of Common
Stock owned by any other party to this Amendment.
13
(b) The address of Troon, Jo, GOC Trust, JOII Trust, JDO Trust, SCO
Trust, JOC Trust, ACM Trust, JCW Trust, Mr. Mangano and Mr. Hart is 112 West
Jefferson Boulevard, Suite 613, South Bend, Indiana 46601.
(c) Troon, Jo, GOC Trust, JOII Trust, JDO Trust, SCO Trust, JOC Trust,
ACM Trust and JCW Trust were formed for the purpose of investing funds in public
and private companies. Mr. Mangano's primary business is acting as a manager to
companies that specialize in making investments in public and private companies,
as a trustee of the foregoing trusts and as a partner of the foregoing
partnerships. Mr. Hart's primary business is to assist Mr. Mangano in acting as
a manager to companies.
(d) None of Troon, Jo, GOC Trust, JOII Trust, JDO Trust, SCO Trust, JOC
Trust, ACM Trust, JCW Trust, Mr. Mangano or Mr. Hart has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of Troon, Jo, GOC Trust, JOII Trust, JDO Trust, SCO Trust, JOC
Trust, ACM Trust, JCW Trust, Mr. Mangano or Mr. Hart has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of which such person 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.
(f) Troon and Jo are each Indiana general partnerships. JOC Trust and
JCW Trust are each Indiana trusts. The ACM Trust, GOC Trust, JOII Trust, JDO
Trust, SCO Trust are each Illinois trusts. Mr. Mangano and Mr. Hart are United
States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 28, 1998, Jo & Co. purchased a $500,000 convertible
promissory note from the Company. In connection with the issuance of that
convertible note, Jo & Co. was issued a warrant to purchase 17,543 shares of
common stock of the Company for $4.00 per share, exercisable prior to August 28,
2003.
On October 2, 1998 the following entities subscribed for shares of
common stock from the Company:
-----------------------------------------------------------------------------------------------------
Holder Number of Shares Purchase Price
-----------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - GO Cunningham Fund 62,500 $4.00
-----------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - James D.
Oliver II Fund 62,500 $4.00
-----------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - Joseph D.
Oliver, Jr., Fund 62,500 $4.00
-----------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - Susan C.
Oliver Fund 62,500 $4.00
-----------------------------------------------------------------------------------------------------
14
-----------------------------------------------------------------------------------------------------
Holder Number of Shares Purchase Price
-----------------------------------------------------------------------------------------------------
Jo & Co. 500,000 $4.00
-----------------------------------------------------------------------------------------------------
Ross J. Mangano 75,000 $4.00
-----------------------------------------------------------------------------------------------------
James G. Hart 37,500 $4.00
-----------------------------------------------------------------------------------------------------
On October 2, 1998, the following entities were issued warrants to
purchase common stock of the Company in connection with the subscription for
shares of common stock described above:
----------------------------------------------------------------------------------------------------------------------------
Holder Number of Shares Purchase Price Expiration Date
----------------------------------------------------------------------------------------------------------------------------
Jo & Co. 233,333 $4.00 10/2/2003
----------------------------------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - GO Cunningham Fund 29,167 $4.00 10/2/2003
----------------------------------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - James D. Oliver II Fund 29,167 $4.00 10/2/2003
----------------------------------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - Susan C. Oliver Fund 29,167 $4.00 10/2/2003
----------------------------------------------------------------------------------------------------------------------------
Ross J. Mangano 35,000 $4.00 10/2/2003
----------------------------------------------------------------------------------------------------------------------------
Ross J. Mangano 25,000 $4.00 10/2/2003
----------------------------------------------------------------------------------------------------------------------------
James G. Hart 17,500 $4.00 10/2/2003
----------------------------------------------------------------------------------------------------------------------------
On March 26, 1999, Jo & Co. purchased 25,000 shares of common stock of
the Company from Perry Ruda, the Company's president, at $4.00 a share.
On August 15, 2000, the following entities/individuals were issued
warrants to purchase common stock of the Company in connection with an interim
bridge financing for the Company, which bridge financing was subsequently
repaid.
------------------------------------------------------------------------------------------------------------------------
Holder Number of Shares Purchase Price Expiration Date
------------------------------------------------------------------------------------------------------------------------
Troon & Co. 123,077 $3.25 8/15/2005
------------------------------------------------------------------------------------------------------------------------
Ross J. Mangano 25,000 $3.25 8/15/2005
------------------------------------------------------------------------------------------------------------------------
On December 1, 2000, Troon & Co. was issued a warrant to purchase
124,615 shares of common stock of the Company for $3.25 per share, with an
expiration dated of September 25, 2005.
On July 26, 2001, the following entities/individuals purchased shares
of common stock of the Company from Craig Siegler, a director of the Company,
Steven Seigler, Stanley Siegler and the Florence Skolnik Siegler Foundation, at
$1.50 a share.
--------------------------------------------------------------------------------
Holder Number of Shares
--------------------------------------------------------------------------------
Jo & Co. 174,401
--------------------------------------------------------------------------------
James G. Hart 10,000
--------------------------------------------------------------------------------
15
On July 26, 2001, Jo & Co. purchased 250,000 shares of common stock of
the Company from Linda Siegler, the Adam J. Siegler Trust and the Matthew C.
Siegler Trust at $1.50 a share.
On February 21, 2002, JOC Trust, ACM Trust and JCW Trust (collectively,
the "Acquisition Lenders") entered into a Loan Agreement with the Company
pursuant to which they made a loan to the Company in the amount of $16,436,150
to enable the Company to fund the acquisition of Cypress Communications, Inc.
("Cypress") (the "Acquisition Loan"). The Acquisition Lenders obtained the funds
to make the Acquisition Loan under a loan from LaSalle Bank National
Association. At the closing of the Acquisition Loan, the Acquisition Lenders
were paid a one-time loan fee of $850,000. The Acquisition Loan was repaid in
February, 2002 following consummation of the Cypress acquisition.
In conjunction with the closing of the Acquisition Loan, the following
entities/individuals were issued warrants to purchase common stock of the
Company:
--------------------------------------------------------------------------------------------------------------------------
Holder Number of Shares Exercise Price Expiration Date
--------------------------------------------------------------------------------------------------------------------------
Troon & Co. 303,923 $1.00 2/21/2005
--------------------------------------------------------------------------------------------------------------------------
Jo & Co. 307,831 $1.00 2/21/2005
--------------------------------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - GO Cunningham Fund 35,788 $1.00 2/21/2005
--------------------------------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - James D. Oliver II Fund 35,788 $1.00 2/21/2005
--------------------------------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - James D. Oliver Jr., Fund 35,788 $1.00 2/21/2005
--------------------------------------------------------------------------------------------------------------------------
Joseph D. Oliver Trust - Susan C. Oliver Fund 29,167 $1.00 2/21/2005
--------------------------------------------------------------------------------------------------------------------------
Ross J. Mangano 73,621 $1.00 2/21/2005
--------------------------------------------------------------------------------------------------------------------------
James G. Hart 21,473 $1.00 2/21/2005
--------------------------------------------------------------------------------------------------------------------------
The JOC Trust, the ACM Trust and the JCW Trust (and certain other
parties) provided the Company and its wholly-owned subsidiary, Cypress
$6,210,000 of a $8,000,000 bridge loan (the "Bridge Loan") to finance a portion
of the purchase price payable by Cypress for certain assets from World Com,
Inc., and certain of its subsidiaries (the "World Com Acquisition"). The Bridge
Loan was made pursuant to a Loan Agreement dated July 16, 2002 among the
Company, Cypress, the JOC Trust, the ACM Trust, the JCW Trust, Noro-Moseley
Partners V, L.P., a Georgia limited partnership ("Noro-Moseley") and Wakefield
Group III, LLC, a North Carolina limited liability company ("Wakefield") (each,
acting in such capacity, a "Bridge Lender"). The Bridge Loan accrues interest at
14% per annum, and matures on the earlier to occur of (i) one business day
following the maturity of Cypress's senior secured debt from Silicon Valley Bank
and (ii) July 16, 2005. Each Bridge Lender was entitled to receive an initial
loan fee equal to 2.5% of that portion of the Bridge Loan that was funded by
such Bridge Lender. If the Bridge Loan is outstanding 60 days after the closing,
the Company and Cypress must pay each Bridge Lender an additional loan fee equal
to 1.25% of the then outstanding principal balance of such Bridge Lender's share
of the Bridge Loan. If the Bridge Loan is outstanding 90 days after the
16
closing, the Company and Cypress must pay each Bridge Lender an additional loan
fee equal to 1.25% of the then outstanding principal balance of such Bridge
Lender's share of the Bridge Loan. If the Bridge Loan is outstanding 120 days
after the closing, the Company and Cypress must pay to each Bridge Lender an
additional loan fee equal to 1.00% of the then outstanding principal balance of
such Bridge Lender's share of the Bridge Loan. The loan fees described above are
cumulative and are payable on the earlier to occur of the maturity date of the
Bridge Loans or the date on which the Bridge Loans are paid in full. Each of JOC
Trust, ACM Trust and JCW Trust provided $2,070,000 of the Bridge Loan and they
obtained the funds to fund their portion of the Bridge Loan under a loan from
LaSalle Bank National Association.
In conjunction with the closing of the Bridge Loan, the following
entities/individuals were issued warrants to purchase common stock of the
Company:
-------------------------------------------------------------------------------------------------------------------------
Holder Number of Shares Exercise Price Expiration Date
-------------------------------------------------------------------------------------------------------------------------
J. Oliver Cunningham Trust 103,500 $1.13 7/15/2012
-------------------------------------------------------------------------------------------------------------------------
Anne C. McClure Trust 103,500 $1.13 7/15/2012
-------------------------------------------------------------------------------------------------------------------------
Jane C. Warriner Trust 103,500 $1.13 7/15/2012
-------------------------------------------------------------------------------------------------------------------------
The JOC Trust, the ACM Trust and the JCW Trust also provided the
purchased a $1,040,000 principal amount of the Company's and Cypress's
$10,000,000 issue of Fixed Rate Convertible Notes due July 1, 2009 (the
"Convertible Notes"). The JOC Trust purchased $346,667 of Convertible Notes, the
ACM Trust purchased $346,667 of Convertible Notes and the JCW Trust purchased
$346,666 of Convertible Notes.
The Convertible Notes were issued by the Company and Cypress pursuant
to a Purchase Agreement dated July 16, 2002 among the Company, Cypress, the JOC
Trust, the ACM Trust, the JCW Trust, Noro-Moseley and Wakefield (each, acting in
such capacity, a "Purchaser" and collectively, the "Purchasers"). The
Convertible Notes accrue interest at 7.5%, compounded quarterly, and payable at
maturity. The principal of and accrued interest on the Convertible Notes is
convertible into the Company's common stock at $1.13 per share. The Convertible
Notes are redeemable by the Company or Cypress Communications at any time by
payment of the outstanding principal balance and accrued interest. In the event
that the Convertible Notes are redeemed, the Purchasers are entitled to exercise
warrants to purchase the number of shares of common stock of the Company that
the Convertible Notes were convertible into on the redemption date at $1.13 per
share. In connection with the issuance of the Convertible Notes, the Company,
the Purchasers and the Bridge Lenders entered into a Registration Rights
Agreement, which provides for the registration of the common stock issuable upon
(i) the conversion of the Convertible Notes; (ii) the exercise of the Warrants
issued in connection with the Bridge Loan; and (iii) the exercise of the
Warrants exercisable upon the redemption of the Convertible Notes.
In connection with the issuance of the Convertible Notes, the
Purchasers were issued a total of 100 shares of the Company's Series A Preferred
Stock (the "Series A Preferred") without additional consideration. The JOC Trust
received 3.47 shares of Series A Preferred of, the ACM Trust received 3.46
shares of Series A Preferred and the JCW Trust received 3.47 shares of Series A
Preferred. The rights of the Series A Preferred are set forth in a Certificate
of
17
Designations, adopted by the Company's board of directors. The holders of a
majority of the Series A Preferred are entitled to elect two members of the
Company's board of directors and to receive dividends and distributions equal to
those payable to the holders of an equivalent number of shares of the Company's
common stock. In addition, the Company may not, without the prior written
consent of holders of a majority of the Series A Preferred, (i) increase or
decrease (other than by redemption or conversion) the authorized number of
shares of Series A Preferred; (ii) cancel or modify the voting rights of the
holders of Series A Preferred; cancel or modify the rights of the holders of
Series A Preferred; or (iii) amend, waive, alter, modify or repeal any provision
of the Certificate of Incorporation or Bylaws of the Corporation, if such
amendment, alternation, modification or repeal would adversely affect the Series
A Preferred, including the issuance of Preferred Stock with voting rights senior
or pari passu to the Series A Preferred. The Series A Preferred is redeemable by
the Company in the event that (a) at least 75% of the principal amount of the
Convertible Notes is converted into shares of common stock of the Company, (b)
at least 75% of the principal amount of the Convertible Notes is redeemed; (c)
the Company has submitted an application in good faith to apply for listing on
AMEX, NASDAQ or another national exchange to register its securities on such
exchange, the average daily trading price per share of the common stock as
reported in such application is at least $4.00 per share, and the Company
subsequently receives a comment from such exchange that its application for
listing will not be accepted so long as the Series A Preferred remains
outstanding with the voting rights described herein; or (d) the outstanding
principal and interest on the Convertible Notes are paid in full on the maturity
date of the Convertible Notes. The redemption price for the Series A Preferred
is $0.001 per share.
The Bridge Lenders and the Purchasers entered into an Intercreditor
(Subordination) Agreement, which, among other things, provides that under
certain limited circumstances, all amounts payable by the Company and Cypress
under the Bridge Loan and the Convertible Notes will be payable, pro rata among
the Bridge Lenders and the Purchasers, on a pari passu basis. To induce the JOC
Trust, the ACM Trust and the JCW Trust to enter into the Intercreditor
(Subordination) Agreement, the Company and Cypress Communications entered into a
Letter Agreement (the "Letter Agreement"). Pursuant to the Letter Agreement, the
Company and Cypress Communications agreed to pay them, in proportion to the
amounts lent by them under the Loan Agreement, a fee of $1,000,000 (the "Risk
Allocation Fee"). The Risk Allocation Fee will be payable to them upon the
earlier to occur of the achievement of certain earnings milestones set forth in
the Letter Agreement or June 30, 2003.
ITEM 4. PURPOSE OF TRANSACTION.
Except as set forth above, none of Troon, Jo, the JOC Trust, the ACM
Trust and the JCW Trust or Mr. Mangano has any plans or proposals that relate to
or would result in any of the following:
(a) The acquisition of additional securities of the Company, or the
disposition of securities of the Company;
18
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company;
(d) Any material change in the present capitalization or dividend
policy of the Company;
(e) Any other material change in the Company's business or corporate
structure;
(f) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(g) Causing a class of securities of the Company to be delisted from a
national securities exchange or ceasing to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association;
(h) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(i) Any action similar to those enumerated above.
Any decision by any of them in the future to take any such actions with
respect to the Company or its securities will depend upon several factors,
including the prospects of the Company, general market and economic conditions
and other factors deemed relevant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof:
(i) Troon beneficially owns 551,615 shares of Common Stock of the
Company through its ownership of warrants to purchase 551,615 shares of
Common Stock of the Company (as described above), which constitutes
approximately 2.7% of the 20,288,096 shares of Common Stock deemed
outstanding as of July 16, 2002, as noted in the Purchase Agreement.
(ii) Jo beneficially owns 1,508,108 shares of Common Stock of the
Company through its ownership of 949,401 shares of Common Stock of the
Company and warrants to purchase 558,707 shares of Common Stock of the
Company (as described above), which constitutes approximately 7.4% of
the 20,288,096 shares of Common Stock deemed outstanding as of July 16,
2002, as noted in the Purchase Agreement.
(iii) GOC Trust beneficially owns 127,455 shares of Common Stock of
the Company through its ownership of 62,500 shares of Common Stock of
the Company and
19
warrants to purchase 64,955 shares of Common Stock of the Company (as
described above), which constitutes approximately 0.6% of the
20,288,096 shares of Common Stock deemed outstanding as of July 16,
2002, as noted in the Purchase Agreement.
(iv) JOII Trust beneficially owns 127,455 shares of Common
Stock of the Company through its ownership of 62,500 shares of Common
Stock of the Company and warrants to purchase 64,955 shares of Common
Stock of the Company (as described above), which constitutes
approximately 0.6% of the 20,288,096 shares of Common Stock deemed
outstanding as of July 16, 2002, as noted in the Purchase Agreement.
(v) JDO Trust beneficially owns 127,455 shares of Common Stock
of the Company through its ownership of 62,500 shares of Common Stock
of the Company and warrants to purchase 64,955 shares of Common Stock
of the Company (as described above), which constitutes approximately
0.6% of the 20,288,096 shares of Common Stock deemed outstanding as of
July 16, 2002, as noted in the Purchase Agreement.
(vi) SCO Trust beneficially owns 127,455 shares of Common
Stock of the Company through its ownership of 62,500 shares of Common
Stock of the Company and warrants to purchase 64,955 shares of Common
Stock of the Company (as described above), which constitutes
approximately 0.6% of the 20,288,096 shares of Common Stock deemed
outstanding as of July 16, 2002, as noted in the Purchase Agreement.
(vii) JOC Trust beneficially owns 410,285 shares of Common
Stock of the Company through its ownership of warrants to purchase
103,500 shares of Common Stock of the Company and 306,785 shares
through its ownership of Convertible Notes, which constitutes
approximately 2.0% of the 20,288,096 shares of Common Stock deemed
outstanding as of July 16, 2002, as noted in the Purchase Agreement.
(viii) ACM Trust beneficially owns 410,285 shares of Common
Stock of the Company through its ownership of warrants to purchase
103,500 shares of Common Stock of the Company and 306,785 shares
through its ownership of Convertible Notes which constitutes
approximately 2.0% of the and 20,288,096 shares of Common Stock deemed
outstanding as of July 16, 2002, as noted in the Purchase Agreement.
(ix) JCW Trust beneficially owns 410,284 shares of Common
Stock of the Company through its ownership of warrants to purchase
103,500 shares of Common Stock of the Company and 306,784 shares
through its ownership of Convertible Notes which constitutes
approximately 2.0% of the 20,288,096 shares of Common Stock deemed
outstanding as of July 16, 2002, as noted in the Purchase Agreement.
(x) Ross J. Mangano beneficially owns 233,621 shares of Common
Stock of the Company through his ownership of 75,000 shares of the
Company's Common Stock and warrants to purchase 158,621 shares of
Common Stock of the Company which constitutes approximately 1.2% of the
20,288,096 shares of Common Stock deemed outstanding as of July 16,
2002, as noted in the Purchase Agreement. Mr. Mangano may
20
also be deemed to beneficially own 3,886,870 shares of common stock,
which constitutes all of the shares of Common Stock and warrants to
purchase Common Stock owned by Troon, Jo, GOC Trust, JOII Trust, JDO
Trust, SCO Trust, JOC Trust, ACM Trust, JCW Trust, and by Mr. Hart
based on Mr. Mangano's position as an officer, director, trustee or
other control person with respect to them, which constitutes
approximately 20.3% of the 20,288,096 shares of Common Stock deemed
outstanding as of July 16, 2002, as noted in the Purchase Agreement.
(xi) James G. Hart beneficially owns 86,473 shares of Common
Stock of the Company through his ownership of 47,500 shares of Common
Stock of the Company and warrants to purchase 38,973 shares of Common
Stock of the Company (as described above), which constitutes
approximately 0.4% of the 20,288,096 shares of Common Stock deemed
outstanding as of July 16, 2002, as noted in the Purchase Agreement.
Mr. Mangano and Mr. Hart disclaim ownership of any shares owned by Troon, Jo,
GOC Trust, JOII Trust, JDO Trust, SCO Trust, JOC Trust, ACM Trust or JCW Trust.
(b) The parties hereto have the sole power to vote and dispose of the
shares described in Section 5(a) above.
(c) Other than as described in Items 3 and 4 above, none of Troon, Jo,
GOC Trust, JOII Trust, JDO Trust, SCO Trust, JOC Trust, ACM Trust, JCW Trust,
Mr. Mangano or Mr. Hart have engaged in any transactions in the Common Stock
within the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as set forth in Item 4 of this Amendment, none of Troon, Jo, GOC
Trust, JOII Trust, JDO Trust, SCO Trust, JOC Trust, ACM Trust, JCW Trust, Mr.
Mangano or Mr. Hart has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities of the Company, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over the securities
of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Loan Agreement, dated July 16, 2002, by and among the J. Oliver
Cunningham Trust, the Ann C. McClure Trust, the Jane C. Warriner Trust,
Noro-Mosley Partners V, L.P., Wakefield Group III, LLC, U.S. RealTel,
Inc., and Cypress Communications, Inc.*
21
2. Common Stock Purchase Warrant of U.S. RealTel, Inc. issued to the J.
Oliver Cunningham Trust, the Ann C. McClure Trust, the Jane C. Warriner
Trust, Noro-Mosley Partners V, L.P. and Wakefield Group III, LLC, in
connection with the Loan Agreement dated July 16, 2002 *
3. Purchase Agreement dated July 16, 2002 by and among U.S. RealTel, Inc.,
Cypress Communications, Inc., Noro-Mosley Partners V, L.P., Wakefield
Group III, LLC, the J. Oliver Cunningham Trust, the Ann C. McClure
Trust and the Jane C. Warriner Trust *
4. Registration Rights Agreement, dated as of July 16, 2002 by and among
U.S. RealTel, Inc., Cypress Communications, Inc., Noro-Mosley Partners
V, L.P., Wakefield Group III, LLC, the J. Oliver Cunningham Trust, the
Ann C. McClure Trust and the Jane C. Warriner Trust *
5. Form of Letter Agreement dated as of July 16, 2002 by and among U.S.
RealTel, Inc., Cypress Communications, Inc., the J. Oliver Cunningham
Trust, the Ann C. McClure Trust and the Jane C. Warriner Trust +
+ Incorporated by reference to the Form 8-K filed by the Company with the
Securities and Exchange Commission on July 31, 2002.
* Incorporated by reference from the Schedule 13D filed by Noro-Moseley
Partners V, L.P., filed with the Securities and Exchange Commission on
July 26, 2002.
22
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.
Dated: August 2, 2002
TROON & CO., an Indiana general
partnership
By: /s/ Ross J. Mangano
----------------------------------
Name: Ross J. Mangano
Title: Trustee and Partner
JO & CO., an Indiana general
partnership
By: /s/ Ross J. Mangano
----------------------------------
Name: Ross J. Mangano
Title: Trustee and Partner
JOSEPH D. OLIVER TRUST -
GO CUNNINGHAM FUND, an Illinois trust
By: /s/ Ross J. Mangano
----------------------------------
Name: Ross J. Mangano
Title: Trustee
JOSEPH D. OLIVER TRUST - JAMES OLIVER
II FUND, an Illinois trust
By: /s/ Ross J. Mangano
----------------------------------
Name: Ross J. Mangano
Title: Trustee
JOSEPH D. OLIVER TRUST -JOSEPH D.
OLIVER, JR. FUND, an Illinois trust
By: /s/ Ross J. Mangano
----------------------------------
Name: Ross J. Mangano
Title: Trustee
JOSEPH D. OLIVER - SUSAN C. OLIVER
FUND, an Illinois trust
By: /s/ Ross J. Mangano
----------------------------------
Name: Ross J. Mangano
Title: Trustee
23
J. OLIVER CUNNINGHAM TRUST, dated
February 26, 1971, an Indiana trust
By: /s/ Ross J. Mangano
----------------------------------
Name: Ross J. Mangano
Title: Trustee
ANNE. C. MCCLURE TRUST, dated
February 26, 1971, an Illinois trust
By: /s/ Ross J. Mangano
----------------------------------
Name: Ross J. Mangano
Title: Trustee
JANE C. WARRINER TRUST, dated
February 26, 1971, an Indiana trust
By: /s/ Ross J. Mangano
----------------------------------
Name: Ross J. Mangano
Title: Trustee
/s/ Ross J. Mangano
-------------------------------------
Ross J. Mangano
/s/ James G. Hart
-------------------------------------
James G. Hart
24
EXHIBIT INDEX
Exhibit No. Document
1. Loan Agreement, dated July 16, 2002, by and among the J. Oliver
Cunningham Trust, the Ann C. McClure Trust, the Jane C. Warriner Trust,
Noro-Mosley Partners V, L.P., Wakefield Group III, LLC, U.S. RealTel,
Inc., and Cypress Communications, Inc.*
2. Common Stock Purchase Warrant of U.S. RealTel, Inc. issued to the J.
Oliver Cunningham Trust, the Ann C. McClure Trust, the Jane C. Warriner
Trust, Noro-Mosley Partners V, L.P. and Wakefield Group III, LLC, in
connection with the Loan Agreement dated July 16, 2002 *
3. Purchase Agreement dated July 16, 2002 by and among U.S. RealTel, Inc.,
Cypress Communications, Inc., Noro-Mosley Partners V, L.P., Wakefield
Group III, LLC, the J. Oliver Cunningham Trust, the Ann C. McClure
Trust and the Jane C. Warriner Trust *
4. Registration Rights Agreement, dated as of July 16, 2002 by and among
U.S. RealTel, Inc., Cypress Communications, Inc., Noro-Mosley Partners
V, L.P., Wakefield Group III, LLC, the J. Oliver Cunningham Trust, the
Ann C. McClure Trust and the Jane C. Warriner Trust *
5. Form of Letter Agreement dated as of July 16, 2002 by and among U.S.
RealTel, Inc., Cypress Communications, Inc., the J. Oliver Cunningham
Trust, the Ann C. McClure Trust and the Jane C. Warriner Trust +
+ Incorporated by reference to the Form 8-K filed by the Company with the
Securities and Exchange Commission on July 31, 2002.
* Incorporated by reference from the Schedule 13D filed by Noro-Moseley
Partners V, L.P., filed with on July 26, 2002.
-----------------
25