Amendment No. 7 to Schedule 13D

-----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, U4L1UfQ81XKT6vo35attoZFS/k+DqjeTivpqccVHCIvf7K9XqLKzArJC6dSlLlDi YvtI6elDeYLu/reKWFS3wA== 0001193125-06-039954.txt : 20060227 0001193125-06-039954.hdr.sgml : 20060227 20060227155259 ACCESSION NUMBER: 0001193125-06-039954 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20060227 DATE AS OF CHANGE: 20060227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NET2PHONE INC CENTRAL INDEX KEY: 0001086472 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223559037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56655 FILM NUMBER: 06646615 BUSINESS ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 9734383111 MAIL ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDT CORP CENTRAL INDEX KEY: 0001005731 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223415036 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 520 BROAD ST CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 973 438 1000 MAIL ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D Amendment No. 7 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

NET2PHONE, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

Class A Common Stock, par value $0.01 per share

(Titles of Classes of Securities)

64108N10

(CUSIP Number)

Joyce J. Mason, Esq.

General Counsel and Secretary

IDT Corporation

520 Broad Street

Newark, New Jersey 07102

(973) 438-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 17, 2006

(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 statement because of § 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 § 240.13d-7(b) 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).

The undersigned hereby file this Amendment No. 7 to the Schedule 13D filed by IT Stock, LLC, NTOP Holdings, L.L.C., IDT Domestic-Union, LLC, IDT Investments, Inc., IDT LMC-N2P Acquisition, Inc., IDT LMC-N2P Acquisition II, Inc., IDT LMC-N2P Acquisition III, Inc., IDT Domestic Telecom, Inc., IDT Telecom, Inc., IDT Corporation (“IDT”) and Howard S. Jonas with respect to the common stock of Net2Phone, Inc. (“Net2Phone” or the “Issuer”), as previously amended. This Amendment (i) amends and supplements the text of Item 3, (ii) amends and supplements the text of Item 4 and (iii) restates Exhibits 5, 6, 7 and 27 previously filed and adds Exhibit 30 under Item 7.

Item 3.

Source and Amount of Funds or Other Consideration

The information set forth below in Item 4 of this Amendment is hereby incorporated by reference. The Reporting Persons estimate that the aggregate purchase price to acquire the Shares (as such term is defined below) shall be approximately $28.5 million. IDT intends to use cash on hand to fund the purchase of such Shares.

Item 4.

Purpose of Transaction

On February 17, 2006, IDT, NTOP Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of IDT (“NTOP Acquisition”) and Net2Phone executed an Agreement and Plan of Merger (the “Agreement”). Pursuant to the terms of the Agreement, NTOP Acquisition shall merge with and into Net2Phone (the “Merger”), following which the separate corporate existence of NTOP Acquisition shall cease and Net2Phone shall remain as the surviving corporation of the Merger (the “Surviving Corporation”). As a result of the Merger, NTOP Acquisition shall acquire all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), and Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Net2Phone (other than Shares already beneficially owned by IDT or as to which appraisal rights have been perfected under Delaware law), or approximately 13,721,297 Shares. As a result of the Merger, all such Shares shall be canceled, and the holders of such Shares shall have the right to receive from the Surviving Corporation $2.05 per Share in cash, without interest. In effecting the Merger, IDT shall acquire beneficial ownership of all of the issued and outstanding shares of Common Stock that it did not previously beneficially acquire pursuant to the tender offer by IDT and NTOP Acquisition relating to the Common Stock that expired on January 27, 2006, and all of the issued and outstanding shares of Class A Common Stock that it does not currently beneficially own.

Upon consummation of the Merger, the Certificate of Incorporation and Bylaws of NTOP Acquisition shall be the Certificate of Incorporation and Bylaws, respectively, of the Surviving Corporation, and the directors of NTOP Acquisition shall be the directors of the Surviving Corporation. Following the consummation of the Merger, the Reporting Persons plan to (i) terminate the Issuer’s registration as a reporting company pursuant to Section 12(g)(4) of the Act and (ii) delist the Common Stock from quotation on the Nasdaq National Market.

The Merger Agreement is subject to certain conditions, such as the approval of the Merger and the Merger Agreement by the stockholders of Net2Phone. IDT and NTOP Acquisition anticipate that all of such conditions shall be fulfilled.

A copy of the press release jointly issued by IDT and Net2Phone on February 17, 2006, announcing the execution of the Merger Agreement is attached as Exhibit 30.

Item 7.

Material to be Filed as Exhibits


Exhibit 5		Name, position, principal occupation and business address of each director and executive officer of IDT Domestic Telecom, Inc.

Exhibit 6		Name, position, principal occupation and business address of each director and executive officer of IDT Telecom, Inc.

Exhibit 7		Name, position, principal occupation and business address of each director and executive officer of IDT Corporation.

Exhibit 27		Joint Filing Agreement, dated as of February 27, 2006, among IDT Corporation and each of the other parties thereto.

Exhibit 30		Joint press release of IDT Corporation and Net2Phone, Inc., dated February 17, 2006.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 27, 2006


IT STOCK, LLC

By:		NTOP Holdings, L.L.C., its member

By:		/s/ Howard S. Jonas
		Name: Howard S. Jonas
		Title: Manager

NTOP HOLDINGS, L.L.C.

By:		/s/ Howard S. Jonas
		Name: Howard S. Jonas
		Title: Manager

IDT DOMESTIC-UNION, LLC

By:		IDT Domestic Telecom, Inc., its managing member

By:		/s/ Joyce J. Mason
		Name: Joyce J. Mason
		Title: Secretary

IDT INVESTMENTS, INC.

By:		/s/ Bo Yan
		Name: Bo Yan
		Title: Acting President

IDT LMC-N2P ACQUISITION, INC.

By:		/s/ James A. Courter
		Name: James A. Courter
		Title: President

IDT LMC-N2P ACQUISITION II, INC.

By:		/s/ James A. Courter
		Name: James A. Courter
		Title: President


IDT LMC-N2P ACQUISITION III, INC.

By:		/s/ James A. Courter
		Name: James A. Courter
		Title: President

IDT DOMESTIC TELECOM, INC.

By:		/s/ Joyce J. Mason
		Name: Joyce J. Mason
		Title: Secretary

IDT TELECOM, INC.

By:		/s/ Morris Lichtenstein
		Name: Morris Lichtenstein
		Title: Chairman of the Board

NTOP ACQUISITION, INC.

By:		/s/ Morris Lichtenstein
		Name: Morris Lichtenstein
		Title: Treasurer

IDT CORPORATION

By:		/s/ Howard S. Jonas
		Name: Howard S. Jonas
		Title: Chairman of the Board

HOWARD S. JONAS

/s/ Howard S. Jonas

EX-99.5 2 dex995.htm NAME, POSITION, PRINCIPAL OCCUPATION & BUSINESS ADD - IDT DOMESTIC TELECOM, INC. Name, position, principal occupation & business add - IDT Domestic Telecom, Inc.

EXHIBIT 5

Directors and Executive Officers of IDT Domestic Telecom, Inc.

Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of IDT Domestic Telecom, Inc. The business address and telephone number of each person listed below is c/o IDT Corporation, 520 Broad Street, Newark, New Jersey 07012, telephone: (973) 438-1000. Each person listed below is a citizen of the United States.


Name	Position	Principal Occupation
Morris Lichtenstein	Director	Chief Operating Officer of IDT Corporation

Joyce J. Mason	Secretary	Senior Vice President, General Counsel, Secretary and Director of IDT Corporation

EX-99.6 3 dex996.htm NAME, POSITION, PRINCIPAL OCCUPATION AND BUSINESS ADDRESS - IDT TELECOM, INC. Name, position, principal occupation and business address - IDT Telecom, Inc.

EXHIBIT 6

Directors and Executive Officers of IDT Telecom, Inc.

Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of IDT Telecom, Inc. (“IDT Telecom”). Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with IDT Telecom. The business address and telephone number of each person listed below is c/o IDT Corporation, 520 Broad Street, Newark, New Jersey 07012, telephone: (973) 438-1000. Except as otherwise noted, each person listed below is a citizen of the United States.

*	Mr. Last and Mr. Benaim are citizens of the United Kingdom.



Name	Position	Principal Occupation
Margaret Lockwood	Executive Vice President of Prepaid Solutions	Executive Vice President of Prepaid Solutions

Joseph Blass	Executive Vice President of Toucan Mobile	Executive Vice President of Toucan Mobile

Ely D. Tendler	Executive Vice President, General Counsel and Secretary	Senior Vice President and Chief Legal Officer, IDT Corporation

Joyce J. Mason	Assistant Secretary	Senior Vice President, General Counsel, Secretary and Director of IDT Corporation

Morris Lichtenstein	Chairman of the Board and Director	Chief Operating Officer of IDT Corporation

Howard S. Jonas	Vice Chairman of the Board and Director	Chairman of the Board and Director of IDT Corporation

James A. Courter	Director	Chief Executive Officer, Vice Chairman of the Board and Director of IDT Corporation

Leon Panetta	Director	Institute Director of The Panetta Institute

Dov Zakheim	Director	Vice President of Booz Allen Hamilton Inc.

Steven L. Pomerantz	Director	Chairman of the Board of Steve L. Pomerantz & Associates

EX-99.7 4 dex997.htm NAME, POSITION, PRINCIPAL OCCUPATION AND BUSINESS ADDRESS - IDT CORPORATION. Name, position, principal occupation and business address - IDT Corporation.

EXHIBIT 7

Directors and Executive Officers of IDT Corporation

Set forth below are the name, position, present principal occupation or employment and business address of each director and executive officer of IDT Corporation (“IDT”). Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with IDT. The business address and telephone number of each person listed below is c/o IDT Corporation, 520 Broad Street, Newark, New Jersey 07012, telephone: (973) 438-1000. Each person listed below is a citizen of the United States.


Name	Position	Principal Occupation
Howard S. Jonas	Chairman of the Board and Director	Chairman of the Board

James A. Courter	Chief Executive Officer, Vice Chairman of the Board and Director	Chief Executive Officer, Vice Chairman of the Board and Director

Ira A. Greenstein	President and Director	President

Stephen R. Brown	Chief Financial Officer, Treasurer and Director	Chief Financial Officer, Treasurer and Director

Marcelo Fischer	Chief Accounting Officer and Controller	Chief Accounting Officer and Controller

Joyce J. Mason	Senior Vice President, General Counsel, Secretary and Director	Senior Vice President, General Counsel, Secretary and Director

Marc E. Knoller	Senior Vice President and Director	President and Chief Operating Officer of IDT Media, Inc.

Moshe Kaganoff	Executive Vice President of Strategic Planning and Director	Executive Vice President of Strategic Planning

Morris Lichtenstein	Chief Operating Officer	Chief Operating Officer

Morris Berger	Executive Vice President of Business Development	Executive Vice President of Business Development

Yona Katz	Executive Vice President of Business Development	Executive Vice President of Business Development

Kathleen B. Timko	Executive Vice President of Technology	Executive Vice President of Technology

Ely D. Tendler	Chief Legal Officer	Chief Legal Officer

Douglas W. Mauro	Chief Tax Officer	Chief Tax Officer

Stephanie Greene	Assistant Secretary	Assistant Secretary

J. Warren Blaker	Director	Professor, Fairleigh Dickinson University


Name	Position	Principal Occupation
Rudy Boschwitz	Director	Chairman of the Advisory Committee of the Center for Global Food Issues; Former U.S. Senator

Saul K. Fenster	Director	President Emeritus of the New Jersey Institute of Technology

Jack F. Kemp	Director	Co-Director of Empower America, former U.S. Congressman and former Secretary of Housing and Urban Development

Michael J. Levitt	Director	Chairman and Chief Executive Officer of Stone Tower Capital LLC

Jeane J. Kirkpatrick	Director	Professor of Government at Georgetown University and former Permanent Representative of the U.S. to the United Nations

Slade Gorton	Director	Of Counsel, Preston Gates & Ellis LLP.

James S. Gilmore III	Director	Partner, Kelley Drye & Warren LLP and former Governor of Virginia

EX-99.27 5 dex9927.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 27

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of IT Stock, LLC, NTOP Holdings, LLC, IDT Domestic Union, L.L.C., IDT Investments, Inc., IDT LMC-N2P Acquisition I, Inc., IDT LMC-N2P Acquisition II, Inc., IDT LMC-N2P Acquisition III, Inc., IDT Nevada Holdings, Inc., IDT Domestic Telecom, Inc., IDT Telecom, Inc., NTOP Acquisition, Inc., IDT Corporation and Howard S. Jonas on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, par value $0.01 per share, and Class A Common Stock, par value $0.01 per share, of Net2Phone, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 27th day of February, 2006.


IT STOCK, LLC
By:	NTOP Holdings, L.L.C., its member

By:	/s/ Joyce J. Mason
	Name:	Joyce J. Mason
	Title:	Manager

NTOP HOLDINGS, L.L.C.

By:	/s/ Joyce J. Mason
	Name:	Joyce J. Mason
	Title:	Manager

IDT DOMESTIC-UNION, LLC
By:	IDT Domestic Telecom, Inc., its managing member

By:	/s/ Joyce J. Mason
	Name:	Joyce J. Mason
	Title:	Secretary

IDT INVESTMENTS, INC.

By:	/s/ Bo Yan
	Name:	Bo Yan
	Title:	Acting President


IDT LMC-N2P ACQUISITION, INC.

By:	/s/ Joyce J. Mason
	Name:	Joyce J. Mason
	Title:	Authorized Signatory

IDT LMC-N2P ACQUISITION II, INC.

By:	/s/ Joyce J. Mason
	Name:	Joyce J. Mason
	Title:	Authorized Signatory

IDT LMC-N2P ACQUISITION III, INC.

By:	/s/ Joyce J. Mason
	Name:	Joyce J. Mason
	Title:	Authorized Signatory

IDT NEVADA HOLDINGS, INC.

By:	/s/ Bo Yan
	Name:	Bo Yan
	Title:	Acting President

IDT DOMESTIC TELECOM, INC.

By:	/s/ Joyce J. Mason
	Name:	Joyce J. Mason
	Title:	Secretary

IDT TELECOM, INC.

By:	/s/ Morris Lichtenstein
	Name:	Morris Lichtenstein
	Title:	Chairman of the Board of Directors

NTOP ACQUISITION, INC.

By:	/s/ Morris Lichtenstein
	Name:	Morris Lichtenstein
	Title:	Treasurer


IDT CORPORATION

By:	/s/ Joyce J. Mason
	Name:	Joyce J. Mason
	Title:	Senior Vice President

/s/ Howard S. Jonas
Howard S. Jonas

EX-99.30 6 dex9930.htm JOINT PRESS RELEASE Joint press release

EXHIBIT 30

CONTACT:

Gil Nielsen

IDT Corporate Communications

973-438-3553

Sarah Hofstetter

Net2Phone Corporate Communications

973-438-3838/investor@net2phone.com

FOR IMMEDIATE RELEASE

IDT AND NET2PHONE AGREE TO MERGER;

NET2PHONE STOCKHOLDERS TO RECEIVE $2.05 PER SHARE IN CASH

NEWARK, NJ — February 17, 2006 — IDT Corporation (NYSE: IDT, IDT.C), an international telecom, entertainment and technology company, and Net2Phone, Inc. (NASDAQ: NTOP), a leading Voice over IP (VoIP) enabler for service providers, jointly announced today that they have executed a merger agreement, dated February 17, 2006, providing for the acquisition of Net2Phone by IDT. Under the terms and subject to conditions described in the merger agreement, NTOP Acquisition, Inc., a wholly-owned subsidiary of IDT, would merge with and into Net2Phone, with Net2Phone continuing as the surviving corporation. If the merger is consummated, each issued and outstanding share of common stock and Class A common stock of Net2Phone, other than shares held by IDT or its subsidiaries or as to which dissenters’ rights have been perfected, will be canceled and converted automatically into the right to receive $2.05 in cash, without interest. This is the same price per share paid by IDT in its tender offer for Net2Phone common stock that expired after a subsequent offer period on January 27, 2006, in which IDT acquired approximately 31.6 million Net2Phone shares.

Following the merger, Net2Phone will be a privately held, wholly-owned subsidiary of IDT, and shares of Net2Phone common stock will cease to be quoted on the Nasdaq National Market and will be deregistered under the Securities Exchange Act. The aggregate consideration payable in the merger would be approximately $28.1 million.

The transaction has been approved unanimously by both the Net2Phone board of directors, following the recommendation of the Independent Committee of the Net2Phone board of directors, and the IDT board of directors. During the course of its deliberations, the Independent Committee has been advised by Kirkland & Ellis, LLP as legal advisor and The Blackstone Group, L.P. as financial advisor. Prior to making its determination, the Independent Committee received the opinion of The Blackstone Group, L.P. that, as of February 16, 2006 and subject to certain qualifications set forth in the opinion, the consideration of $2.05 per share in cash, without interest, in the proposed merger is fair to the holders of shares of Net2Phone’s capital stock (other than IDT and its subsidiaries) from a financial point of view.

Net2Phone expects to file solicitation materials with the Securities and Exchange Commission (the “Commission”) to seek stockholders’ written consents to approve and adopt the merger and the merger agreement as promptly as practicable, and expects to close the merger promptly following receipt of the requisite stockholder approval, subject to the closing conditions described in the merger agreement. The Net2Phone board of directors is recommending that Net2Phone’s stockholders approve the transaction.

As of February 1, 2006, Net2Phone shares beneficially owned by IDT represented approximately 87.2% of the voting power of Net2Phone’s outstanding capital stock. IDT has informed the Independent Committee that it intends to grant its consent in favor of the merger agreement and the merger. The consent of the shares controlled

by IDT is sufficient under Delaware law to adopt the merger agreement and approve the merger. Accordingly, if the other conditions in the merger agreement are satisfied, Net2Phone is likely to complete the merger whether or not its remaining shareholders grant their consent.

About Net2Phone

Net2Phone provides VoIP PacketCable, SIP and wireless solutions around the world. As a leader in turn-key hosted VoIP telephony services, Net2Phone has routed billions of VoIP minutes globally, servicing more than 100,000 users in the US as well as hundreds of thousands of more overseas. Net2Phone provides partners with a SIP-based broadband telephony solution, calling cards, prefix dialing and enterprise services in over 100 countries. Net2Phone’s PacketCable platform provides cable operators with the ability to deliver a high quality primary line-type service with features such as emergency calling. For more information about Net2Phone’s products and services, please visit www.net2phone.com.

About IDT

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Corporation directly and through its wholly-owned subsidiaries beneficially owned approximately 64.8 million shares of Net2Phone capital stock representing approximately 82.5% of Net2Phone’s outstanding equity interest and approximately 87.2% of Net2Phone’s voting interest as of February 1, 2006.

Important Additional Information and Where to Find It

Net2Phone will file with the SEC a consent solicitation statement, and Net2Phone and IDT will file with the SEC other documents, regarding the proposed merger referred to in this press release. Investors are urged to read the solicitation statement and other relevant materials when they become available because they will contain important information. A definitive solicitation statement will be sent to Net2Phone stockholders seeking their consent for the transaction. Investors may obtain a free copy of the solicitation statement and other documents filed by Net2Phone with the Commission at the Commission’s website at www.sec.gov, or by directing a request to: Net2Phone, Inc., 520 Broad Street, Newark, NJ 07012, Attention: Investor Relations. Investors may also obtain a free copy of any documents filed by IDT with the Commission at the Commission’s website at www.sec.gov, or by directing a request to: IDT Corporation, 520 Broad Street, Newark, NJ 07012, Attention: Investor Relations, Telephone: (973) 438-1000. A copy of this press release will be available on IDT’s website at www.idt.net in the “About IDT” Press Releases section.

Howard S. Jonas, a director of the Company, and James A. Courter, Vice-Chairman of the Company’s board of directors, are also directors of IDT and will be subject to Rule 13e-3 promulgated under the Securities Exchange Act of 1934. In addition, Net2Phone and its other officers and directors may, under the rules of the Commission, may be deemed to be participants in the solicitation of consents in connection with the proposed merger. Investors may obtain additional information regarding the interests of such participants by reading the solicitation statement when it becomes available.

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