-----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, BFnLpFwyJXsplOlGjc6+yACm4mFDhac50Zrmp7lpVu9Nh9yDzk3SyaKNeJwwtwON qPanE4gjycXJUrOK7BJmoQ== 0000950136-98-001756.txt : 19980929 0000950136-98-001756.hdr.sgml : 19980929 ACCESSION NUMBER: 0000950136-98-001756 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980928 SROS: NONE GROUP MEMBERS: GOLD & APPEL TRANSFER SA GROUP MEMBERS: WALT ANDERSON REVISION LLC 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: 98716310 BUSINESS ADDRESS: STREET 1: 150 CLOVE RD STREET 2: BOX 449 CITY: LITTLE FALLS STATE: NJ ZIP: 07424-049 BUSINESS PHONE: 2018121100 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD STREET 2: BOX 449 CITY: LITTLE FALLS STATE: NJ ZIP: 07424-0449 FORMER COMPANY: FORMER CONFORMED NAME: FARADYNE ELECTRONICS CORP DATE OF NAME CHANGE: 19920223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLD & APPEL TRANSFER SA CENTRAL INDEX KEY: 0001030949 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OMAR HODGE BLDG STREET 2: WICKAMS CAY CITY: ROAD TOWN TORTULA STATE: D8 MAIL ADDRESS: STREET 1: OMAR HODGE BLDG STREET 2: WICHAMS CAY CITY: ROAD TOWN TORTULA STATE: D8 SC 13D/A 1 AMENDED SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Total-Tel USA Communications, Inc. (Name of Issuer) Common Stock, par value $.05 per share (Title of Class of Securities) 89151T 10-6 (CUSIP Number) Walt Anderson c/o Swidler Berlin Shereff Friedman, LLP 919 Third Avenue New York, New York 10022 Attn: Richard A. Goldberg (212) 758-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 11, 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 ss.ss. 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 ss. 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).
SCHEDULE 13D - -------------------------------------------------------------------------------------------------------------------------- CUSIP No. 89151T 10-6 Page 2 of 6 Pages ------------ ------- --------- - -------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walt Anderson - -------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,857,634 (includes shares pursuant to an agreement to purchase BENEFICIALLY 138,000 shares of Common Shares) OWNED BY EACH ---------------------------------------------------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON 0 WITH ---------------------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,857,634 (includes shares pursuant to an agreement to purchase 138,000 shares of Common Shares) - -------------------------------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,857,634 (includes shares pursuant to an agreement to purchase 138,000 shares of Common Shares) - -------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.2% - -------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - --------------------------------------------------------------------------------------------------------------------------
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SCHEDULE 13D - -------------------------------------------------------------------------------------------------------------------------- CUSIP No. 89151T 10-6 Page 3 of 6 Pages ------------ ------- --------- - -------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Revision LLC - -------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,857,434 (includes shares pursuant to an agreement to purchase BENEFICIALLY 138,000 shares of Common Shares) OWNED BY EACH ---------------------------------------------------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER PERSON 0 WITH ---------------------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,857,434 (includes shares pursuant to an agreement to purchase 138,000 shares of Common Shares) - -------------------------------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,857,434 (includes shares pursuant to an agreement to purchase 138,000 shares of Common Shares) - -------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.2% - -------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - --------------------------------------------------------------------------------------------------------------------------
3 AMENDMENT NO. 10 TO SCHEDULE 13D This Amendment No. 10 to Schedule 13D filed by Revision LLC, a Delaware limited liability company ("Revision"), and Walt Anderson, a natural person and a U.S. citizen ("Mr. Anderson"), as joint filers, with respect to the common stock, par value $0.05 per share (the "Common Shares"), of Total-Tel USA Communications, Inc., a New Jersey corporation (the "Issuer"), supplements Items 4 and 7 and amends and restates paragraphs (a) and (b) of Item 5 of the Schedule 13D previously filed with the Securities and Exchange Commission (the "SEC") by Gold & Appel, a British Virgin Islands corporation ("Gold & Appel"), and Mr. Anderson as joint filers on January 16, 1998 (the "Schedule 13D"), as amended by Amendment No. 1 thereto filed with the SEC on January 30, 1998 ("Amendment No. 1"), Amendment No. 2 thereto filed with the SEC on February 13, 1998 ("Amendment No. 2"), Amendment No. 3 thereto filed with the SEC on March 4, 1998 ("Amendment No. 3"), Amendment No. 4 thereto filed with the SEC on March 13, 1998 ("Amendment No. 4"), Amendment No. 5 thereto filed with the SEC on March 30, 1998 ("Amendment No. 5"), Amendment No. 6 thereto filed with the SEC on April 6, 1998 ("Amendment No. 6"), Amendment No. 7 thereto filed with the SEC on June 12, 1998 ("Amendment No. 7"), Amendment No. 8 thereto filed with the SEC on July 29, 1998 ("Amendment No. 8") and Amendment No. 9 thereto filed with the SEC on August 19, 1998 ("Amendment No. 9"). All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and Amendment No. 9. ITEM 4. PURPOSE OF THE TRANSACTION. The response set forth in Item 4 of the Schedule 13D is hereby supplemented as follows: On September 11, 1998, Revision sent a letter (the "Letter") to the Board of Directors of the Issuer (the "Board") alleging, among other things, that the adoption of an unfunded employee stock ownership plan (the "ESOP") by the Board and the related issuance of 600,000 Common Shares (the "Issuance") to an ESOP trust violates the outstanding preliminary injunction issued against the Issuer by the Superior Court of New Jersey (the "Court") on June 2, 1998 (the "Injunction"). Revision states in the Letter that it believes that the purpose of the adoption of the ESOP and the Issuance was to entrench the Board. Revision also alleges that two additional directors were recently appointed by the Board for the sole purpose of making it more difficult for Revision to pursue a proxy contest and that such action constitutes a breach of the Board's fiduciary duty and violates the by-laws of the Issuer. A copy of the Letter is attached hereto as Exhibit 7.1. Revision and Gold & Appel have filed a motion in the pending New Jersey action seeking to hold Total-Tel and Warren Feldman in contempt for violating the Injunction against the acquisition of additional Common Shares through the adoption of the ESOP and the Issuance. The ESOP's shares will be voted by a trustee under the direction of the Board of Directors which Revision and Gold & Appel have alleged is under the Feldmans' control. In a hearing before the Court on April 30, 1998, Total-Tel's counsel expressly represented that no ESOP would be adopted as long as the Injunction was in effect. The Issuer has filed its own motion seeking to hold Anderson and Revision in contempt of the Injunction for the alleged acquisition by Anderson of additional 4 Common Shares. Revision and Anderson have filed a response denying violation of the Injunction. A hearing on the Issuer's request is scheduled for September 28, 1998 and a hearing on Revision's motion is scheduled for October 10, 1998. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The responses set forth in (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: (a) The Reporting Persons, collectively, beneficially own 1,857,634 Common Shares (of which 138,000 Common Shares have not yet been acquired but may be acquired on October 1, 1998 but not later than October 5, 1998 pursuant to the Agreement and are subject to the Proxy) or 24.2% of the outstanding Common Shares. Mr. Anderson directly owns 100 Common Shares or less than 0.01% of the outstanding Common Shares. Revision directly owns 1,857,434 (of which 138,000 Common Shares have not yet been acquired but may be acquired on October 1, 1998 but not later than October 5, 1998 pursuant to the Agreement and are subject to the Proxy) or 24.2% of the outstanding Common Shares. In addition, Mr. Anderson is the President and a Director of the Foundation for International Non-Governmental Development of Space, a non-profit organization ("FINDS") which owns 94,930 Common Shares1. Mr. Anderson does control FINDS and thus disclaims beneficial ownership of the FINDS Shares. (b) The sole power to vote or direct the voting of and the power to dispose or direct the disposition of the Anderson Shares is held by Mr. Anderson. As the Manager and holder of 100% of the voting membership interests in Revision, Mr. Anderson has the sole power to vote or direct the voting of 1,857,434 Common Shares (which includes 138,000 Common Shares which may be acquired under the Agreement and may be voted by Revision pursuant to the Proxy) and the power, in the name and on behalf of Revision, to dispose of the 1,719,434 Common Shares beneficially owned by Revision. Accordingly, Mr. Anderson may be deemed to be the beneficial owner of the Revision Shares, and thereby the beneficial owner of 1,857,634 or 24.2% of the outstanding Common Shares. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The ownership of the Reporting Persons is based on 7,673,154 outstanding Common Shares of the Issuer as of September 11, 1998, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended July 31, - --------------------------- 1 The number of the Common Shares owned by FINDS was incorrectly reported on Amendments 7 through 9 of the Schedule 13D. The correct number of Common Shares owned by FINDS as reflected on such amendments should have been 94,930 (which gives effect to the stock split of the Common Shares which was effected in July 1998). There have been no purchases of additional Common Shares by FINDS since Amendment No. 6. 5 1998. Revision believes that 600,000 of such shares were improperly issued to the ESOP in violation of an outstanding injunction and is challenging the Issuance in a New Jersey court. See Item 4. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 7.1 Letter from Revision to the Board of Directors of the Issuer dated September 11, 1998. 6 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 17, 1998 REVISION LLC By: /s/ Walt Anderson -------------------------- Walt Anderson, Manager 7 EXHIBIT INDEX Exhibit Description - ------- ----------- Exhibit 7.1 Letter from counsel to Revision to the Board of Directors of the Issuer, dated September 11, 1998. EX-7.1 2 LETTER FROM COUNSEL Revision LLC 3050 K Street, NW, Suite 250 Washington, DC 20007 September 11, 1998 BY TELECOPIER The Board of Directors Total-Tel USA Communications, Inc. 150 Clove Road Little Falls, New Jersey 07424 Dear Sirs: As you know, Revision LLC, the largest shareholder of Total-Tel USA Communications, Inc. ("Total-Tel"), has filed a Schedule 13D indication that it is taking preliminary steps to elect its own representatives to Total-Tel's Board of Directors. As you also know, Total-Tel's prior attempts to adopt a poison pill and to amend its by-laws in order to thwart any potential proxy contest have been enjoined by a New Jersey court. Notwithstanding this injunction, the Board continues to take steps to entrench itself. We have recently learned that the Board adopted an unfunded employee stock ownership plan ("ESOP") effective September 1, 1998 and issued 600,000 shares to the ESOP which are to be voted by the Board of Directors. We have also learned that the Board appointed two new directors, one of whom is Warren Feldman's childhood friend. The timing of these actions makes it clear that there was no legitimate corporate purpose for these actions. Rather, the shares were issued to the ESOP for the sole purpose of placing the voting rights of a large block of the corporation's stock in the hands of directors who will vote the shares to entrench themselves at the annual meeting. Likewise, the two additional directors were appointed to make it more difficult for Revision LLC to pursue a proxy contest. Surely there was no immediate need to add two additional directors to the Board in August when the annual meeting is imminent. The issuance of shares to the ESOP violates both the letter and spirit of the outstanding Court injunction. In fact, Total-Tel's counsel represented on the record to the Court that no ESOP would be adopted while the injunction is in effect. Revision LLC will seek an order to hold Total-Tel in contempt of the Court's order for this action. The appointment of the two additional directors is not only a violation of the Board's fiduciary duties, but is also not permitted by the Company's by-laws which permit the election of directors by the Board only to fill vacancies. Otherwise, the shareholders are vested with the exclusive authority under the by-laws to elect directors. The Board of Directors September 11, 1998 Page 2 Revision LLC intends to hold each member of the Board of Directors responsible for these actions and any future actions which are taken solely to entrench the Board and management at the expense of the shareholders. Very truly yours, Revision LLC By: Walt Anderson 2 -----END PRIVACY-ENHANCED MESSAGE-----