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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
Page 1 of 5 Pages
Page 2 of 5 Pages
Page 3 of 5 Pages
Item 5. Interest in Securities of the Issuer.
(a) On April 8, 2005, Hispanic Telecommunications Holding, S.A. (HTH”) purchased 38,352,714
shares of Common Stock of the Issuer from GNB Sudameris Bank, S.A. (“GNB”) pursuant to a stock
purchase agreement between the parties dated the same date (the “Agreement”).
As of the date hereof, HTH is the beneficial owner of 99,414,661 shares of Common Stock of the
Issuer (the “Shares”). Based on the Issuer’s Quarterly Report on Form 10-QSB for the period ended
December 31, 2004 (the “Report”), the Issuer has 144,778,423 shares of Common Stock outstanding.
As such, HTH is the beneficial owner of 68.7% of the outstanding Common Stock of the Issuer.
Rothschild Trust Guernsey Limited, as trustee of the Pitrizza Trust (“RTGL”) is the sole
shareholder of HTH, and as such, may also be deemed for securities law purposes to beneficially own
the Shares. Additionally, RTGL indirectly owns all of the shares of capital stock of GNB. As
such, RTGL may also be deemed for securities law purposes to beneficially own the 38,352,714 shares
of Common Stock of the Issuer sold by GNB to HTH pursuant to the Agreement. Taking into account
the Shares and the shares of stock sold pursuant to the Agreement, RTGL remains the beneficial
owner of 99,414,661 shares of Common Stock of the Issuer. Based on the Report, RTGL is the
beneficial owner of 68.7% of the outstanding Common Stock of the Issuer.
(b) HTH maintains the sole power to vote or to direct the voting of, and the sole power to
dispose of, or to direct the disposition of, the Shares.
(c) During the past 60 days, the Reporting Persons have not acquired any Common Stock of the
Company, other than pursuant to the Agreement described in subsection (a) above.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
(a) Joint
Filing Agreement, dated April 12, 2005, by and between HTH and RTGL.
(b) Stock Purchase Agreement dated as of April 8, 2005 by and between HTH and GNB.
Page 4 of 5 Pages
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.
Page 5 of 5 Pages
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D/A with respect to the common
stock of Phone1GlobalWide Inc., dated as of April 12, 2005, signed by each of the undersigned,
shall be filed on behalf of each of the undersigned pursuant to an in accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934.
Exhibit B
STOCK PURCHASE AGREEMENT
This
Stock Purchase Agreement (the “Agreement”), dated as of
April 8, 2005, is between
GNB Sudameris Bank, S.A, a bank organized under the laws of Panama with offices at Calle Manuel
Maria Icaza No. 19, Panama City, Republic of Panama (the “Seller”) and Hispanic Telecommunications
Holding S.A., a corporation organized under the laws of Luxembourg with offices at 14 rue du Marché
des Herbes, L-1728, Luxembourg, Grand Duchy of Luxembourg (the “Purchaser”).
RECITALS
A. The Seller is the owner of 38,352,714 shares (the “PHGW Shares”) of the common stock, par
value $.001 per share of Phone1Globalwide, Inc. (“PHGW”), a corporation existing under the laws of
the State of Delaware, United States.
B. The Seller desires to sell and the Purchaser desires to purchase the PHGW Shares on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration,
receipt of which is acknowledged, it is agreed as follows:
1.
Sale of Stock and Payment
.
(a) The Seller shall sell to the Purchaser, and the Purchaser purchases from the Seller, on
April 8, 2005 (the “Closing Date”), the PHGW Shares for a price of US $26,846,900 (the “Purchase
Price”).
(b) The Purchaser shall deliver the Purchase Price to the Seller as follows: (i) US$7,000,000
no later than thirty (30) days after the Closing Date and (ii) US$19,846,900 (the “Balance”) no
later than December 31, 2005 together with interest at the rate of Libor plus 2% per annum,
calculated from the date hereof until payment to Seller of the Balance. When paid, the Purchase
Price (and interest thereof) shall be in the form of immediately available New York Clearing House
funds in United States dollars and shall be wire transferred to the account(s) designated in a
written notice from the Seller to the Purchaser.
(c) The Seller shall deliver to the Purchaser on the Closing Date the stock certificate(s) for
the PHGW Shares, together with stock powers executed by one of its authorized officers with a
signature guarantee by a member of the New York Stock Exchange or a United States commercial bank.
(d) The Closing shall take place at the offices of Seller described in the first paragraph of
this Agreement.
(e) For purposes of this Agreement, “Libor” means (a) the offered rate for deposits in Euros
with a maturity of one (1) month appearing on the display designated on page “LIBO” on the Reuter
Monitor Money Rates Service (or on any successor or substitute page of such service, or any
successor to such service, providing rate quotations comparable to those currently provided on such
page of such service, as determined by the Seller (or its designee) from time to time, for purposes
of providing quotations of interest rates applicable to Euro deposits in the London interbank
market) as of approximately 11:00 a.m. (London time) on the date two business days prior to the
date of payment of the Balance and the commencement of the applicable one-month period; (b) if such
rate does not appear on said “LIBO” page (or such successor or substitute), the offered rate for
deposits in Euros with a maturity comparable to a one-month period appearing on Page 3750 of the
Telerate Service of Bridge Information Services (or on any successor or substitute page of such
service, or any successor to such service, providing rate quotations comparable to those currently
provided on such page of such service, as determined by the Seller (or its designee) from time to
time, for purposes of providing quotations of interest rates applicable
1
to Euros in the London interbank market) as of approximately 11:00 a.m. (London time), on the date
two business days prior to the commencement of such one-month period.
2.
Representations, Warranties and Covenants of the Purchaser
. The Purchaser represents,
warrants and covenants to the Seller as follows:
(a) The PHGW Shares are received by the Purchaser for investment purposes for its own account,
and not with the view to, or for resale in connection with, any distribution thereof. The Purchaser
understands that the PHGW Shares have not been registered under the United States Securities Act of
1933, as amended (the “Securities Act”), or under the securities laws of various states of the
United States or any other jurisdiction, and cannot be sold other than by reason of a specified
exemption from the registration provisions thereunder.
(b) The Purchaser acknowledges that the PHGW Shares must be held indefinitely unless they are
subsequently registered under the Securities Act and under applicable state securities laws or an
exemption from such registrations is available. The Purchaser has been advised or is aware of the
provisions of Rule 144 promulgated under the Securities Act which permits limited resale of the
securities purchased in a private placement subject to satisfaction of certain conditions
including, among other things, the availability of certain current public information about PHGW
and compliance with applicable requirements and the amount of securities to be sold and the manner
of sale.
(c) The Purchaser is a sophisticated investor with knowledge and experience in business and
financial matters and is able to bear the economic risk and lack of liquidity inherent in owning
PHGW Shares.
(d) The Purchaser has carefully reviewed all information filed by PHGW pursuant to the
Securities Act or the United States Securities Exchange Act of 1934, as amended, and relies solely
on such information and acknowledges that neither the Seller nor its affiliates has provided any
information to it regarding PHGW or its subsidiaries or affiliates of any of them; is not relying
upon the Seller for the accuracy or completeness of any of the information contained in such
filings and none of them is responsible to provide any information to the Purchaser in respect to
PHGW or its subsidiaries or affiliates of any of them.
(e) The Purchaser is aware that no federal or state or other agency has passed upon or made
any finding or determination concerning the fairness of the transactions contemplated by this
Agreement.
(f) The Purchaser understands and acknowledges that neither the United States Internal Revenue
Service nor any other tax authority has been asked to rule on nor has it ruled on the tax
consequences of the transaction contemplated hereby.
(g) The Purchaser is an “Accredited Investor” as the term is defined in Rule 501(a) of
Regulation D under the Securities Act.
(h) The Purchaser understands that all certificates for the PHGW Shares bear, respectively, a
legend in substantially the following forms:
2
(i) The Purchaser is a corporation duly organized, validly existing and in good standing under
the laws of Luxembourg and it has the full power and authority to conduct its business as now being
conducted and to own, operate or lease the properties and assets it currently owns, operates or
holds under lease. The Purchaser is duly licensed and qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the character of its business or the
nature of its properties or assets makes such qualification or licensing necessary, except for
those jurisdictions where the failure to be so qualified, licensed or in good standing would not
have a material adverse effect on it.
(j) The Purchaser has full power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions contemplated hereunder. The
execution and delivery of this Agreement by the Purchaser of its obligations hereunder and the
consummation of the transactions contemplated hereunder have been duly authorized by the Board of
Directors of the Purchaser (or such similar body under the laws of Luxembourg) and, to the extent
necessary under the laws of Luxembourg or the organization documents of the Purchaser, by its
stockholders. This Agreement has been duly executed and delivered by the Purchaser and constitutes
the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, and other laws
of general applicability affecting the rights and remedies of creditors.
(k) The execution, delivery and performance by the Purchaser of this Agreement and the
consummation of the transactions contemplated herein do not and will not: (i) conflict with, result
in the breach, modification, termination or violation of, or loss of any benefit under, constitute
a default under, accelerate the performance required by, result in or give right to a right to
amend or modify the terms of, result in the creation of any lien or encumbrance upon any assets or
properties, or in any manner release any party thereto from any obligation under, any mortgage,
note, bond, indenture, contract agreement, lease, license or other instrument or obligations of any
kind or nature by which the Purchaser or any of its properties or assets, may be bound or affected;
(ii) conflict with, violate or result in any loss of benefit under, any order, judgment, writ,
injunction, regulation, statute or decree; (iii) conflict with, violate or result in any loss of
benefit under, any permit, concession or franchise; or (iv) conflict with or violate any provision
of the Certificate of Incorporation, charter or organizational documents or By-Laws, each as
heretofore amended, of the Purchaser.
(l) There are no outstanding or threatened claims or proceedings of any nature as against the
Purchaser which could in any manner affect the delivery of this Agreement, the consummation of the
transactions contemplated herein or the enforcement hereof.
(m) All of the representations, warranties and covenants and undertaking made by the Purchaser
shall survive the execution and delivery of this Agreement.
3.
Representations, Warranties and Covenants of the Seller
. The Seller represents, warrants
and covenants to the Purchaser as follows:
(a) The Seller is a corporation duly organized, validly existing and in good standing under
the laws of Panama and it has the full power and authority to conduct its business as now being
conducted and to own, operate or lease the properties and assets it currently owns, operates or
holds under lease. The Seller is duly licensed and qualified to do business and is in good standing
as a foreign corporation in each jurisdiction where the character of its business or the nature of
its properties or assets makes such qualification or licensing necessary, except for those
jurisdictions where the failure to be so qualified, licensed or in good standing would not have a
material adverse effect on it.
(b) The Seller has full power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder.
The
3
execution and delivery of this Agreement and the performance by the Seller of its obligations
hereunder and the consummation of the transactions contemplated hereunder and thereunder, have been
duly authorized by the Board of Directors of the Seller (or such similar body under the laws of
Panama) and, to the extent necessary under the laws of Panama or the organization documents of the
Seller, by its stockholders. This Agreement has been duly executed and delivered by the Seller and
constitute the legal, valid and binding obligations of the Seller, enforceable against it in
accordance with their respective terms, subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance, and other laws of general applicability affecting the rights and remedies of
creditors.
(c) The execution, delivery and performance by the Seller of this Agreement and the
consummation of the transactions contemplated herein do not and will not: (i) conflict with, result
in the breach, modification, termination or violation of, or loss of any benefit under, constitute
a default under, accelerate the performance required by, result in or give right to a right to
amend or modify the terms of, result in the creation of any lien or encumbrance upon any assets or
properties, or in any manner release any party thereto from any obligation under, any mortgage,
note, bond, indenture, contract agreement, lease, license or other instrument or obligations of any
kind or nature by which the Seller or any of its properties or assets, may be bound or affected;
(ii) conflict with, violate or result in any loss of benefit under, any order, judgment, writ,
injunction, regulation, statute or decree; (iii) conflict with, violate or result in any loss of
benefit under, any permit, concession or franchise; or (iv) conflict with or violate any provision
of the Certificate of Incorporation, charter or organizational documents or By-laws, each as
heretofore amended, of the Seller.
(d) There are no outstanding or threatened claims or proceedings of any nature as against the
Seller which could in any manner affect the delivery of this Agreement, the consummation of the
transactions contemplated herein or the enforcement hereof.
(e) All of the representations, warranties and covenants made by the Seller shall survive the
execution and delivery of this Agreement.
(f) The PHGW Shares are owned by the Seller free and clear of any liens, encumbrances or
restrictions of any kind or nature, except in respect to the legend referred to in Section 2(h)
hereof.
4.
Indemnification, Generally
. From and after the date hereof, each of the Seller and the
Purchaser shall indemnify, defend and save harmless the other and their respective officers,
directors, employees, agents and representatives (each an “Indemnified Party”) from and against,
and to promptly pay to an Indemnified Party or reimburse an Indemnified Party for, any and all
claims, liabilities, losses, costs, expenses, interest and fines (including reasonable attorneys
fees and expenses of attorneys, accountants and other experts incurred by any Indemnified Party)
sustained or incurred by any Indemnified Party relating to, resulting from, arising out of or
otherwise by virtue of any breach of any of the representations, warranties or covenants of the
other herein or the failure to perform any undertaking or obligation to be undertaken or performed
by it hereunder.
5.
Entire Agreement
. This Agreement constitutes the entire agreement of the parties
regarding the subject matter thereof and all prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are hereby merged herein.
6.
Governing Law, Service of Process
.
(a) This Agreement shall be governed by and construed in accordance with the internal laws of
the State of New York, United States, without regard to conflict of law principles. Any dispute
with respect to the interpretation of this Agreement or the rights and obligations of the parties
shall exclusively be brought in a proceeding in the United States District Court for the Southern
District of New York, or if such court does not have subject matter jurisdiction then in the
Supreme Court of the State of New York,
4
County of New York. Each of the parties accepts and consents for itself and its property, generally
and unconditionally to the exclusive jurisdiction of such courts and waives the right to object to
the jurisdiction or venue of either of such courts and waives the right to claim that such courts
are inconvenient forums. Each of the parties specifically states that this Agreement and any
disputes as to their meaning or the rights and obligations of the parties shall not be subject to
arbitration.
(b) Each of the parties hereto irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the mailing of copies by FedEx or
like courier to the address of the party as set forth in this Agreement. Notwithstanding the
foregoing, nothing herein shall be deemed to constitute a general consent to the service of process
or in the personal jurisdiction of the courts of the State of New York for legal actions or
proceedings not related to this Agreement or the transactions contemplated by this Agreement.
7.
Notices
. Any notice, consent or other communication required or permitted hereunder or
which any party sends to the others shall be in writing and delivered in person or by FedEx or like
courier service or by confirmed facsimile transmission and
If to the Seller:
If to the Purchaser:
or to such other address or party as either party hereto give notice to the other.
8.
Confidentiality
. This Agreement and the terms thereof shall be kept confidential and not
disclosed to any person or party (except the respective attorneys of the parties), except as may be
required by law.
9.
Counterparts
. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same agreement.
An executed counterpart of this Agreement transmitted by facsimile shall have the same force and
effect as an original executed copy of this Agreement and shall be effective upon receipt of the
confirmed facsimile.
10.
Amendments or Modifications
. This Agreement may not be amended or modified in any
manner except by a writing signed by each of the parties hereto. The waiver by any party hereto of
a breach of any provision of this Agreement shall not operate or be construed as a waiver of any
other breach.
11.
Assignment
. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, assigns and legal representatives and heirs; provided,
however, that (i) this Agreement and the rights and obligations of the Purchaser may not be
assigned; and (ii) the PHGW Shares are subject to limitations on transfer and assignment as set
forth in this Agreement.
12.
Cooperation
. Each of the parties shall cooperate with each other and sign such other
documents and instruments hereafter, without cost or expense, in order to effectuate the provisions
of this Agreement.
13.
Severability
. If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties shall negotiate in good faith to modify this Agreement so as to effect the original
intent of
5
the parties as closely as possible to the fullest extent permitted by applicable law in an
acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent
possible.
14.
Waiver of Jury Trial
. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK].
6
IN WITNESS HEREOF, the parties have executed this Agreement as of the date first above
written.
7
CUSIP No. 719208100
1.
Name of Reporting Person:
Hispanic
Telecommunications Holding, S.A.
I.R.S. Identification Nos. of above persons (entities
only):
2.
Check the Appropriate Box if a Member of a Group (See
Instructions):
(a)
o
(b)
o
3.
SEC Use Only:
4.
Source of Funds (See Instructions):
AF
5.
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
o
6.
Citizenship or Place of
Organization:
Luxembourg
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
7.
Sole Voting Power:
99,414,661 shares of Common
Stock
8.
Shared Voting
Power:
None
9.
Sole Dispositive
Power:
99,414,661 shares of Common Stock
10.
Shared Dispositive
Power:
None
11.
Aggregate Amount Beneficially
Owned by Each Reporting Person:
99,414,661 shares of Common Stock
12.
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
o
13.
Percent of Class Represented by
Amount in Row (11):
68.7%
14.
Type of Reporting Person (See
Instructions):
CO
CUSIP No. 719208100
1.
Name of Reporting Person:
Rothschild Trust Guernsey
Limited, as trustee of the Pitrizza Trust
I.R.S. Identification Nos. of above persons (entities
only):
2.
Check the Appropriate Box if a Member of a Group (See
Instructions):
(a)
o
(b)
o
3.
SEC Use Only:
4.
Source of Funds (See Instructions):
N/A
5.
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
o
6.
Citizenship or Place of Organization:
Guernsey,
Channel Islands
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
7.
Sole Voting Power:
None
8.
Shared Voting
Power:
None
9.
Sole Dispositive
Power:
None
10.
Shared Dispositive
Power:
None
11.
Aggregate Amount Beneficially
Owned by Each Reporting Person:
99,414,661
12.
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
o
13.
Percent of Class Represented by
Amount in Row (11):
68.7%
14.
Type of Reporting Person (See
Instructions):
CO
[EXPLANATORY NOTE: This Schedule 13D/A-2 amends Items 5 and 7 of the Schedule 13D/A-1
filed on October 12, 2004]
Dated: April 12, 2005
HISPANIC TELECOMMUNICATIONS
HOLDING SA
By:
Proservices Management, Sàrl
Title: Managing Director
By:
/s/ Roel Schrijen
Name:
Roel Schrijen
Title:
Authorized Signatory
Dated: April 12, 2005
ROTHSCHILD TRUST GUERNSEY LIMITED,
as trustee of the PITRIZZA TRUST
By:
Rothschild Trust Guernsey Limited
Title: Trustee
By:
/s/ Luis Warwick Gonzalez
Name:
Luis Warwick Gonzalez
Title:
Director
By:
/s/ Nicholas David Moss
Name:
Nicholas David Moss
Title:
Director
Date: April 12, 2005
HISPANIC TELECOMMUNICATIONS
HOLDING, S.A.
By:
Proservices Management, Sàrl
Title: Managing Director
By:
/s/ Roel Schrijen
Name:
Roel Schrijen
Title:
Authorized Signatory
Date: April 12, 2005
ROTHSCHILD TRUST GUERNSEY LIMITED,
as trustee of the Pitrizza Trust
By:
Rothschild Trust Guernsey Limited
Title: Trustee
By:
/s/ Luis Warwick Gonzalez
Name:
Luis Warwick Gonzalez
Title:
Director
By:
/s/ Nicholas David Moss
Name:
Nicholas David Moss
Title:
Director
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY
NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH
REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL,
SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT, OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS.”
Calle Manuel Maria Icaza No. 19
Facsimile No: 507 206 6901
14 rue du Marché des Herbes
L-1728, Luxembourg
Grand Duchy of Luxembourg
SELLER:
GNB SUDAMERIS BANK, S.A.
By:
Name:
Title:
PURCHASER:
HISPANIC TELECOMMUNICATIONS HOLDING, S.A.
By:
Name:
Title: