-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTQLoJD9Dlhhc5s1wnywFRy9p/HoNhs77R86HHZ3ZWoN9fqMcWU9cG99oJyKlfTn IkkLsh99tX3dm0/Cxl5bXg== 0000950172-00-000280.txt : 20000216 0000950172-00-000280.hdr.sgml : 20000216 ACCESSION NUMBER: 0000950172-00-000280 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMARTALK TELESERVICES INC CENTRAL INDEX KEY: 0001018730 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 954502740 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48905 FILM NUMBER: 544550 BUSINESS ADDRESS: STREET 1: 6543 COMMERCE PARKWAY STREET 2: STE E CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147609991 MAIL ADDRESS: STREET 1: 6543 COMMERCE PARKWAY STREET 2: STE E CITY: DUBLIN STATE: OH ZIP: 43017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLETCHER ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000898338 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212723369 MAIL ADDRESS: STREET 1: 767FIFTH AVENUE 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* SmarTalk TeleServices, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 83169 A 100 (Cusip Number) (Date of Event Which Requires Filing of this Statement: December 31, 1999) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - --------------- * 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 the disclosures provided in a prior cover page. The information required in 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. 83169 A 100 13G Page 2 of 7 Pages - -------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fletcher Asset Management, Inc. - -------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ] (b) [ ] - -------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES 1,751,824 BENEFICIALLY OWNED BY (6) SHARED VOTING POWER EACH 0 REPORTING PERSON WITH: (7) SOLE DISPOSITIVE POWER 1,751,824 (8) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,751,824 - -------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.35% - -------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA - -------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 83169 A 100 13G Page 3 of 7 Pages - -------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Alphonse Fletcher, Jr. - -------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ] (b) [ ] - -------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY (6) SHARED VOTING POWER EACH 0 REPORTING PERSON WITH: (7) SOLE DISPOSITIVE POWER 0 (8) SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,751,824 - -------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.35% - -------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** HC - -------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: SmarTalk TeleServices, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 5800 Tuttle Crossing Blvd., Dublin, Ohio 43016-3566 ITEM 2(a). NAMES OF PERSONS FILING: Fletcher Asset Management, Inc. ("FAM") and Alphonse Fletcher, Jr. ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: 22 East 67th Street, New York, New York 10021 ITEM 2(c). CITIZENSHIP: FAM is a corporation organized under the laws of the State of Delaware. Alphonse Fletcher, Jr. is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, no par value ITEM 2(e). CUSIP NUMBER: 83169 A 100 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2 (b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) (g) [x] Parent Holding Company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G) (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 1,751,824 (b) Percent of class: 6.35% (based on the 27,607,379 shares of Common Stock (the "Common Stock") of SmarTalk TeleServices, Inc. (the "Company") reported to be outstanding as of November 9, 1998 as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Company for the quarter ended September 30, 1998 but excluding shares of Common Stock underlying Investment Rights (as defined below), if any. To the knowledge of the undersigned, the Company has not filed any subsequent quarterly or annual reports with the Securities and Exchange Commission. (c) Number of shares as to which FAM has: (i) sole power to vote or to direct the vote: 1,751,824 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,751,824 (iv) shared power to dispose or to direct the disposition of: 0 The shares of Common Stock reported to be beneficially owned excludes shares of Common Stock formerly issuable upon the exercise of certain investment rights (the "Investment Rights") pursuant to a Subscription Agreement, dated July 8, 1998, by and between the Company and Fletcher International Limited, as amended by Amendment No. 1 to the Subscription Agreement dated August 28, 1998 (as amended, the "Subscription Agreement"). Upon the consummation of the sale of substantially all the assets of the Company in 1999 effected through bankruptcy proceedings initiated by the Company, FAM believes that it no longer has the right to acquire Common Stock of the Company through the exercise of Investment Rights. Instead, FAM believes that the Company is obligated to provide certain value from the purchaser of the Company's assets, as provided in the Subscription Agreement. Notwithstanding the foregoing, (a) nothing contained herein shall be construed to be an admission of FAM regarding any of its rights or remedies under the Subscription Agreement, (b) FAM hereby expressly reserves all of such rights and remedies under the Subscription Agreement and (c) the rights and obligations of FAM and the Company, respectively, will be determined by a court of competent jurisdiction, including, but not limited to, the bankruptcy court. The 1,751,824 shares of Common Stock of the Company reported represent outstanding shares held in one or more accounts managed by FAM (the "Accounts") for Fletcher International Partners, L.P. FAM has sole power to vote and sole power to dispose of all shares of Common Stock in the Accounts. By virtue of Mr. Fletcher's position as Chairman and Chief Executive Officer of FAM, Mr. Fletcher may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. On January 28, 2000, the Company filed a Form 15 for the Common Stock indicating that the Company's obligation to continue reporting under Sections 13 and 15 of the Exchange Act had terminated. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. This Schedule l3G is filed by FAM, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the shares of Common Stock held at December 31, 1999 in the Accounts managed by FAM. By reason of the provisions of Rule l3d-3 under the Act, FAM and Mr. Fletcher may each be deemed to own beneficially the shares of Common Stock owned by the Accounts. The Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Stock purchased for its account. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. This Schedule 13G is filed by FAM and Mr. Fletcher. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b)) By signing below Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr. certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 14, 2000 Fletcher Asset Management, Inc. /s/ Peter Zayfert ------------------------------------ Name: Peter Zayfert Title: Executive Vice President Alphonse Fletcher, Jr., in his individual capacity /s/ Alphonse Fletcher, Jr. --------------------------- Alphonse Fletcher, Jr. -----END PRIVACY-ENHANCED MESSAGE-----