-----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, PKwXY0FYa5hqg2FUydU8lUfEGSSFEHFDVp8J/55x8GlI0vDDD6cW9sG5aZBCsADW XFGUaLJ9P4JStO2VZIk+Wg== 0000950133-00-000210.txt : 20000203 0000950133-00-000210.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950133-00-000210 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL TEL USA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000034497 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 221656895 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11039 FILM NUMBER: 516899 BUSINESS ADDRESS: STREET 1: OVERLOOK AT GREAT NOTCH 150 CLOVE RD STREET 2: BOX 449 CITY: LITTLE FALLS STATE: NJ ZIP: 07054 BUSINESS PHONE: 9738121100 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD STREET 2: BOX 449 CITY: LITTLE FALLS STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: FARADYNE ELECTRONICS CORP DATE OF NAME CHANGE: 19920223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FELDMAN WARREN CENTRAL INDEX KEY: 0001075854 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OVERLOOK AT GREAT NOTCH 150 CLOVE RD STREET 2: BOX 449 CITY: LITTLE FALLS STATE: NJ ZIP: 07054 BUSINESS PHONE: 9738121100 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD STREET 2: BOX 449 CITY: LITTLE FALLS STATE: NJ ZIP: 07054 SC 13D/A 1 AMEND. NO. 5 TO TOTAL-TEL USA SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) TOTAL-TEL USA COMMUNICATIONS, INC. (Name of Issuer) COMMON STOCK, $.05 PAR VALUE PER SHARE (Title of Class of Securities) 89151T 10-6 (CUSIP Number) WARREN H. FELDMAN 150 CLOVE ROAD LITTLE FALLS, NEW JERSEY 07424-0449 (201) 812-1100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 14, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement 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(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). 2 1 NAME(S) OF REPORTING PERSON(S) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S) (ENTITIES ONLY) WARREN H. FELDMAN, AND WARREN H. FELDMAN AND ESTHER FELDMAN AS JOINT TENANTS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 261,000 SHARES BENEFICIALLY (8) SHARED VOTING POWER 42,296 OWNED BY EACH (9) SOLE DISPOSITIVE POWER 261,000 REPORTING PERSON (10) SHARED DISPOSITIVE POWER 42,296 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 303,296 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)[ ] - -------------------------------------------------------------------------------- 3 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.86%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- * BASED ON 7,854,182 SHARES OF COMMON STOCK OF THE ISSUER OUTSTANDING AS OF DECEMBER 13, 1999, AS REPORTED ON THE ISSUER'S FORM 10-Q, DATED DECEMBER 15, 1999. AMENDMENT NO. 5 TO SCHEDULE 13D This Amendment No. 5 to Schedule 13D filed by Warren H. Feldman and by Warren H. Feldman and Esther Feldman as Joint Tenants, each natural persons and U.S. citizens ("Reporting Persons"), with respect to the common stock, par value $0.05 per share (the "Common Stock"), of Total-Tel USA Communications, Inc., a New Jersey corporation (the "Issuer"), supplements and amends the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by the Reporting Persons on or about March 3, 1989, as amended by Amendment No. 1 thereto filed with the SEC on December 28, 1998, Amendment No. 2 thereto filed with the SEC on February 8, 1999, Amendment No. 3 thereto filed with the SEC on February 12, 1999, and Amendment No. 4 thereto filed with the SEC on September 23, 1999 (the "Schedule 13D"). ITEM 4. PURPOSE OF TRANSACTION. The response set forth in Item 4 of the Schedule 13D is hereby supplemented as follows: Other as described herein and as previously reported, the Reporting Persons have no plans or proposals which relate to, or would have any of the results set forth in, sections (a)-(j) of this Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Persons are the beneficial owners of 303,296 shares of Common Stock, which represents approximately 3.86% of the shares of Common Stock outstanding as of December 13, 1999 (based on 7,854,182 shares of Common Stock of the Issuer outstanding as of December 13, 1999, as reported on the Issuer's Form 10-Q, dated December 15, 1999). (b) The number of shares of Common Stock as to which the Reporting Persons have: (i) Sole power to vote or direct the vote: 261,000 4 (ii) Shared power to vote or direct the vote: 42,296. (iii) Sole power to dispose or to direct the disposition: 261,000. (iv) Shared power to dispose or to direct the disposition: 42,296. The power to vote or direct the vote and the power to dispose or to direct the disposition of 42,296 shares of Common Stock is shared with Solomon Feldman, as co-trustee (with Warren Feldman) of the Feldman Charitable Foundation, a New Jersey corporation (the "Feldman Foundation"). The residence address of Solomon Feldman is 1890 South Ocean Drive, Apt. 2007E, Hallandale, FL 33009. He is retired. During the last five years he has not been (i) convicted in a criminal proceeding, or (ii) been a party to a civil proceeding resulting in 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. Solomon Feldman is a citizen of the United States of America. (c) Since the filing of Amendment No. 4, on or about November 9, 1999, Warren Feldman made a gift of 38,296 shares of Common Stock to the Feldman Foundation. In an earlier transaction on January 6, 1999, Warren Feldman made a gift of 4,000 shares of Common Stock to the Foundation. In accordance with the terms of that certain Put Agreement, dated as of September 21, 1999 and filed as Exhibit 1 to Amendment No. 4 ("Put Agreement"), by and among the Issuer, Revision LLC, a Delaware limited liability corporation ("Revision"), Walt Anderson, a natural person ("Mr. Anderson"), Warren Feldman and Solomon Feldman (the "Feldmans"), as amended, Warren Feldman delivered an exercise notice to Mr. Anderson by letter dated December 14, 1999 (the "Exercise Notice"), a copy of which is filed herewith as Exhibit 1. On January 14, 2000, pursuant to the Put Agreement, as amended, and the Exercise Notice, the Foundation for International Non-Governmental Development of Space ("FINDS") purchased 249,581 shares of Common Stock from Warren Feldman and Revision purchased 249,061 shares of Common Stock from Warren Feldman and his wife, mother-in-law and minor children. In addition, Revision purchased, in accordance with the Put Agreement, as amended, and the Exercise Notice, a further 289,379 from the designees of the Feldmans. Each such purchase was made at a purchase price of $16.00 per Common Share. Except as set forth above and in Item 6 of this Amendment, the Reporting Persons have had no transactions in the Common Stock during the 60 days preceding the date hereof. (d) None. (e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock of the Issuer on January 14, 2000. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. The response set forth in Item 6 to the Schedule 13D is hereby supplemented as follows: 5 Pursuant to the Put Agreement, the Feldmans and one or more of their respective designees have the right (but not the obligation) to sell some or all of their shares of Common Stock of the Issuer not to exceed 1,103,817 shares of Common Stock in the aggregate to Revision, and Revision is obligated to purchase such shares of Common Stock from the Feldmans and their respective designees. Certain terms of the Put Agreement were modified by an Amendment No. 1 to the Put Agreement by and among the Issuer, Revision, Mr. Anderson, the Feldmans and FINDS dated as of December 11, 1999, a copy of which is filed herewith as Exhibit 2. The Put Agreement was amended in order to (i) provide for up to four exercises of the Put Option, (ii) allow Revision to transfer its obligation to purchase up to 400,000 shares of the Company's Common Stock to FINDS, and (iii) add FINDS as a party to the Put Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Number Description 1. Put Option Exercise Notice dated December 14, 1999. 2. Amendment No. 1 Put Agreement dated as of December 11, 1999, by and among the Issuer, Revision LLC, Walt Anderson, Warren Feldman, Solomon Feldman and Foundation for International Non-Governmental Development of Space. 6 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 28, 2000 /s/ Warren Feldman --------------------------------------- Warren Feldman /s/ Esther Feldman --------------------------------------- Esther Feldman 7 INDEX TO EXHIBITS Exhibit Number Description 1. Amendment No. 1 Put Agreement dated as of December 11, 1999, by and among the Issuer, Revision LLC, Walt Anderson, Warren Feldman, Solomon Feldman and Foundation for International Non-Governmental Development of Space. 2. Exercise Notice dated December 14, 1999 EX-1 2 AMENDMENT NO. 1 PUT AGREEMENT 1 EXHIBIT 1 AMENDMENT NO. 1 PUT AGREEMENT AMENDMENT NO. 1 (this "Amendment") to the Put Agreement dated as of September 21, 1999 (the "Put Agreement") is made between and among WALT ANDERSON, WARREN FELDMAN, SOLOMON FELDMAN, REVISION LLC, a Delaware limited liability company ("Revision"), TOTAL-TEL USA COMMUNICATIONS, INC., a New Jersey corporation (the "Company"), and FOUNDATION FOR INDEPENDENT NONGOVERNMENTAL DEVELOPMENT OF SPACE, a Delaware non-profit corporation ("FINDS"). Capitalized terms used herein without definition shall have the meanings specified in the Put Agreement. W I T N E S S E T H: WHEREAS, Walt Anderson, Warren Feldman, Solomon Feldman, Revision and the Company entered into the Put Agreement on September 21, 1999; and WHEREAS, the parties hereto desire to make the amendments to the Put Agreement set forth herein in order to (i) provide for up to four exercises of the Put Option, (ii) allow Revision to transfer its obligation to purchase up to 400,000 shares of the Company's Common Stock to FINDS, and (iii) add FINDS as a party to the Put Agreement. NOW, THEREFORE, in consideration of the above mentioned premises, the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. MULTIPLE EXERCISES. Sections 2.1 and 2.2 of the Put Agreement are hereby amended by deleting them in their entirety and restating them in their entirety to read as follows: 2.1 Grant of Put Option. Each of the Put Holders shall have the right (but not the obligation) to sell to Revision, and Revision shall be obligated to purchase from each such Put Holder, up to an aggregate of 1,103,817 shares of Common Stock (the "Securities") at a purchase price of $16 per share. 2.2 Manner of Exercise. To exercise the put option set forth in Section 2.1 (the "Put Option"), Warren Feldman, acting for himself and as agent for Solomon Feldman and, if so designated, one or more of their Designees, shall deliver written notice thereof (each, an "Exercise Notice") to Revision at any time, and from time to time, during the Exercise Period. Each such Exercise Notice shall (a) list each Put Holder who will sell shares of Common Stock, (b) specify the number of shares to be sold by each such Put Holder, (c) provide the account information (name of bank, 2 address of bank, ABA number and bank account number) to which the purchase price payment for such Put Holder should be wired, (d) state the aggregate purchase price for the Securities subject to the Exercise Notice and provide a breakdown of the amounts to be received by each Put Holder, and (e) specify a suggested date and time for the Closing. The Put Option may be exercised at any time during the Exercise Period on up to four (4) separate occasions; provided, however, that the minimum number of shares of Common Stock to be sold to Revision in any single exercise of the Put Option (by one or more Put Holders) shall, in the aggregate, be not less than 100,000 shares. The Put Option shall automatically expire (to the extent then unexercised) without any further action of the parties, and no party shall have any further rights or obligations under this Agreement except as provided in Section 6.3, upon the earlier of (i) the date all of the Securities owned by Warren Feldman, Solomon Feldman and their Designees are acquired by Revision, or (ii) the date of expiration of the Exercise Period. 2. CLOSING OF THE PURCHASES. (a) Section 3.1 of the Put Agreement is hereby amended by deleting it in its entirety and restating it in its entirety to read as follows: 3.1 Closing of the Purchase. The closing of any purchase of Securities pursuant to exercise of the Put Option (each, a "Closing") shall be held at the offices of Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W., Washington, D.C., on the thirtieth business day after delivery of an Exercise Notice, or on such later date as each of the conditions to Closing set forth in Section 3.2 shall have been satisfied or waived by the party entitled to the benefit thereof; provided, however, that if an Exercise Notice is sent at any time in the period beginning on December 11, 1999 and ending on January 6, 2000, the Closing for the purchase and sale transaction specified in such Exercise Notice shall take place on January 14, 2000. 3. TRANSFER OF REVISION'S OBLIGATION TO PURCHASE COMMON STOCK. (a) The second sentence of Section 6.5 of the Put Agreement is hereby amended by deleting it in its entirety and restating it in its entirety to read as follows: No party shall assign its rights or delegate its obligations hereunder without the prior written consent of the other parties, and any attempt to so assign or delegate this Agreement in whole or in part without such consent shall be void and of no effect; provided, however, that (i) Revision shall be entitled to delegate or otherwise transfer to FINDS its obligation to purchase up to an aggregate of 400,000 shares of the Company's Common Stock, and (ii) the foregoing notwithstanding, in the event FINDS fails to perform any act or obligation delegated or otherwise transferred to it 3 hereunder, Revision shall remain obligated to perform any such act or obligation (including without limitation the obligation to purchase Securities set forth in Section 2.1) as if no delegation or transfer had been made. (b) In Section 3.3, each use of the word "Revision" shall be amended to read "Revision and/or FINDS, as applicable". (c) In Section 3.4(a) the first use of the word "Revision" shall be amended to read "Revision or FINDS, as the case may be" and in Section 3.4(a)(ii), the phrase "Walt Anderson and Revision" shall be amended to read "Walt Anderson, Revision and FINDS" and each use of the phrase "Walt Anderson and/or Revision" shall be amended to read "Walt Anderson, Revision and/or FINDS". (d) Section 4.2 of the Put Agreement is hereby amended by adding a new clause (c) which shall read in its entirety as follows: (c) FINDS represents and warrants, as of the date hereof and again on the date of the Closing, that (i) it has full authority to execute and deliver this Agreement, (ii) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against FINDS in accordance with its terms, and (iii) subject to the provisions of Section 3.2(a), the execution, delivery, and performance by FINDS of this Agreement will not violate any order, writ, injunction, decree, statute, rule, or regulation applicable to FINDS. 4. CONFORMING AMENDMENTS. (a) In Section 1.1(e) the phrase "and set forth in the Exercise Notice" shall be amended to read "and set forth in an Exercise Notice". (b) In the first sentence of Section 3.2, the phrase "following the delivery of the Exercise Notice" shall be amended to read "following the delivery of an Exercise Notice". (c) In the first sentence of Section 3.3, the phrase "At the Closing" shall be amended to read "At a Closing". (d) In the first sentence of Section 3.4(a), the phrase "If, at the time of the Closing, Revision" shall be amended to read "If, at the time of a Closing, Revision". (e) In the first sentence of Section 4.1(a), the phrase "on the date of such Closing" shall be amended to read "on the date of each Closing". (f) In the first sentence of Section 4.1(b), the phrase "on the date of the Closing" shall be amended to read "on the date of the first Closing". 4 (g) In the first sentence of Section 4.1(c), the phrase "on the date of the Closing" shall be amended to read "on the date of the first Closing". (h) In the first sentence of Section 4.2(a), the phrase "on the date of the Closing" shall be amended to read "on the date of each Closing". (i) In the first sentence of Section 4.2(b), the phrase "on the date of the Closing" shall be amended to read "on the date of each Closing". (j) In Section 5.2(c), the phrase "Walt Anderson shall cause Revision" shall be amended to read "Walt Anderson shall cause Revision and FINDS". 5. COUNTERPARTS. The first sentence of Section 6.6 of the Put Agreement is hereby amended by deleting it in its entirety and restating it in its entirety to read as follows: This Agreement and any amendments hereto may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument and facsimile signatures shall be acceptable in lieu of originals. 6. NO OTHER AMENDMENTS. Except as expressly set forth in this Amendment, there are no other Amendments to the Put Agreement and the Put Agreement remains in full force and effect as amended as of the date hereof. 7. GENERAL MATTERS. The provisions of Article VI of the Put Agreement are incorporated, mutatis mutandis, into this Amendment by reference. [Signature page follows] 5 IN WITNESS WHEREOF, this Amendment No. 1 to the Put Agreement has been executed and delivered by the parties hereto on this 11th day of December, 1999. REVISION LLC By: /s/ Walt Anderson --------------------------------- Name: Walt Anderson Title: Manager FOUNDATION FOR INDEPENDENT NONGOVERNMENTAL DEVELOPMENT OF SPACE By: /s/ Walt Anderson --------------------------------- Name: Walt Anderson Title: President /s/ Walt Anderson --------------------------------- Walt Anderson /s/ Warren Feldman --------------------------------- Warren Feldman /s/ Solomon Feldman --------------------------------- Solomon Feldman TOTAL-TEL USA COMMUNICATIONS, INC. By: /s/ Thomas P. Gunning --------------------------------- Name: Thomas P. Gunning Title: Vice President and Sec./Treas. EX-2 3 EXERCISE NOTICE DATED DECEMBER 14, 1999 1 EXHIBIT 2 WARREN H. FELDMAN 45 A. SAMWORTH ROAD PO BOX 3061 CLIFTON, NJ 07012 (973) 249-7410 December 14, 1999 VIA FEDERAL EXPRESS Airbill No. 8183 6488 6206 And Fax (202) 736-5065 Mr. Walt Anderson C/o Gold & Appel Transfer, S.A. 1023 31st Street, 4th Floor Washington, D.C. 20007 Re: Put Option - Exercise Notice Dear Mr. Anderson: Reference is made to that certain Put Agreement, dated September 21, 1999, between and among Walt Anderson, Warren Feldman, Sol Feldman, Revision LLC and Total-Tel USA Communications, Inc (the "Put Agreement"). It is my understanding that on December 11, 1999, the parties to the Put Agreement and the Foundation for Independent Nongovernmental Development of Space, a Delaware non-profit corporation ("FINDS"), reached final agreement on the terms of an Amendment No. 1 to the Put Agreement, a copy of which is attached hereto as Exhibit A (the "Amendment"). The Amendment amends the Put Agreement to provide, inter alia, for multiple exercises of the Put Option. I further understand from Sean McGuinness, Esq., counsel for you and the Company, that the Amendment has been executed by you, and that you intend to deliver it today or by tomorrow, December 15, 1999, but the Amendment was not delivered due to difficulties in communicating with you during your trip to Moscow. Therefore, after discussing the matter with Mr. McGuinness, we have agreed that (i) in the event the Amendment is delivered by you, FINDS and the Company, this letter shall serve as the Exercise Notice referenced in Section 2.2 of the Put Agreement, and (ii) in the event the Amendment is not delivered by you, FINDS and the Company, the letter attached hereto as Exhibit B shall serve as the Exercise Notice referenced in Section 2.2. Capitalized terms used in this letter without definition shall have the meaning set forth in the Put Agreement. 1. Common Stock of Warren Feldman and Certain of His Designees. In accordance with the requirements of Section 2.2 of the Put Agreement, I hereby give notice of the exercise of the Put Option with respect to myself and each of my Designees listed below. The information required by Section 2.2(a) to (e) of the Put Agreement with respect to each such Put Holder is set forth below as follows: 2 NUMBER OF PURCHASE NAME OF PUT HOLDER SHARES TO BE SOLD PRICE Warren Feldman 328,416 shares $5,254,656 Warren and Esther Feldman 162,226 shares $2,595,616 Esther Feldman and Genia Draznin 4,000 shares $64,000 Ross Feldman 1,000 shares $16,000 Anne Feldman 1,000 shares $16,000 Marla Feldman 1,000 shares $16,000 Michelle Feldman 1,000 shares $16,000 ------------ ------- 498,642 shares $7,978,272.00 The purchase price payment for the above-referenced shares should be wired directly to my account for distribution as follows: Summit Bank ABA: 021202162 55 Challenger Blvd. Ridgefield Park, NJ To benefit Warren Feldman Account No. 303541547 2. Common Stock of Solomon Feldman and Certain of His Designees. As agent for Solomon Feldman acting pursuant to the requirements of Section 2.2 of the Put Agreement, I hereby give notice of the exercise of the Put Option with respect to Solomon Feldman and his Designees listed below. The information required by Sections 2.2(a) to (e) of the Put Agreement with respect to each such Put Holder is set forth below as follows: NUMBER OF SHARES PURCHASE NAME OF PUT HOLDER (ACT#) TO BE SOLD PRICE Minna Feldman Trust (203285913) 6,200 $99,200 Sol Feldman Ltd. Partnership (103090444) 237,738 $3,803,808 The purchase price payment for the above-referenced shares should be wired directly to the account number specified above to the bank specified below: Summit Bank ABA: 021202162 55 Challenger Blvd. Ridgefield Park, NJ To benefit Sol Feldman 3 3. Common Stock of a Designee of Warren Feldman. In accordance with the requirements of Section 2.2 of the Put Agreement, I hereby give notice of the exercise of the Put Option with respect to my Designee listed below. The information required by Sections 2.2(a) to (e) of the Put Agreement with respect to each such Put Holder is set forth below as follows: SHARES PURCHASE PUT HOLDER TO PUT PRICE Gerald Feldman 2,000 32,000 The purchase price payment for the above-referenced shares should be wired directly to the account specified below: Bank of America 10731 W. Pico Blvd. Los Angeles, CA 90064 ABA# 121000358 Branch# 2137 To benefit Gerald and Gloria Feldman Act.# 21372-03809 4. Common Stock of a Designee of Warren Feldman. In accordance with the requirements of Section 2.2 of the Put Agreement, I hereby give notice of the exercise of the Put Option with respect to my Designee listed below. The information required by Sections 2.2(a) to (e) of the Put Agreement with respect to each such Put Holder is set forth below as follows: SHARES PURCHASE PUT HOLDER TO PUT PRICE Arthur Draznin (act# NE-22726) 40,209 $643,344 Arthur Draznin C/F Haley Draznin (act# NE-22744) 1,232 $ 19,712 Arthur Draznin M/P Plan (act# NE-23637) 2,000 $ 32,000 The purchase price payment for the above-referenced shares should be wired directly to the account number specified above to the bank specified below: Bank of New York ABA# 021000018 BNF PaineWebber Inc. 200 Park Avenue 11th Floor New York, NY 10066 A/C 8900114096 FBO (Account number as referenced above) 4 I would like to suggest that the Closing for the purchase and sale transactions listed above be held on January 14, 2000, at 10:00 a.m. at the offices of Swidler Berlin Shereff Friedman, LLP. Sincerely, /s/ Warren H. Feldmam - ------------------------------ Warren H. Feldman WHF:sad c: Sean P. McGuinness, Esq. Via Federal Express Airbill No. 8183 6488 6239 And Fax (202) 424-7643 -----END PRIVACY-ENHANCED MESSAGE-----