-----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, PETB31XE+76H66r3uSe8EVna0kXkqm7z12gMWV9WkAUQebstwPcN1qJm4eksOaQO K22TtyDs/gwkuZmQ/pvwpw== 0000950133-99-000391.txt : 19990215 0000950133-99-000391.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950133-99-000391 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 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: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11039 FILM NUMBER: 99534736 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 AMENDED SCHEDULE 13D RE: WARREN FELDMAN 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) 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) DECEMBER 22, 1998 (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 528,938 SHARES BENEFICIALLY (8) SHARED VOTING POWER 0 OWNED BY EACH (9) SOLE DISPOSITIVE POWER 528,938 REPORTING PERSON (10) SHARED DISPOSITIVE POWER 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 528,938 - -------------------------------------------------------------------------------- 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) 6.9 %* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- * BASED ON 7,721,004 SHARES OF COMMON STOCK OF THE ISSUER OUTSTANDING AS OF DECEMBER 15, 1998, AS REPORTED ON THE ISSUER'S FORM 10-Q, DATED DECEMBER 15, 1998. AMENDMENT NO. 3 TO SCHEDULE 13D This Amendment No. 3 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, and as amended by Amendment No. 2 thereto filed with the SEC on February 8, 1999 (the "Schedule 13D"). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The number of shares of Common Stock reported as beneficially owned by the Reporting Persons was inadvertently overstated by 900 shares due to the omission to take into account charitable donations of an aggregate of 900 shares made by the Reporting Persons in December 1998. To give effect to these transfers, the responses set forth in subsections (a) and (b) of Amendment No. 2 are hereby amended and restated in their entirety as follows: (a) The Reporting Persons are the beneficial owners of 528,938 shares of Common Stock, which represents approximately 6.9% of the shares of Common Stock outstanding as of December 15, 1998. (b) The number of shares of Common Stock as to which the Reporting Persons have: (i) Sole power to vote or direct the vote: 528,938. 4 (ii) Shared power to vote or to direct the vote: 0. (iii) Sole power to dispose or to direct the disposition: 528,938. (iv) Shared power to dispose or to direct the disposition: 0. SIGNATURE 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: February 12, 1999 /s/ Warren Feldman -------------------------------- Warren Feldman /s/ Esther Feldman -------------------------------- Esther Feldman -----END PRIVACY-ENHANCED MESSAGE-----