-----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, ATvJGFQHH1+fRUUaXJhy9LMDSEB0p26stfBQT3G97Ozy5/zkuB/YsGImGlbs0ZWz 6HN25NwZB5lL5L4Dzx9wqw== 0000950136-98-002324.txt : 19981215 0000950136-98-002324.hdr.sgml : 19981215 ACCESSION NUMBER: 0000950136-98-002324 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981214 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: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11039 FILM NUMBER: 98769127 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: 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 AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* 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) December 10, 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). AMENDMENT NO. 13 TO SCHEDULE 13D This Amendment No. 13 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 and amends 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"), Amendment No. 9 thereto filed with the SEC on August 19, 1998 ("Amendment No. 9"), Amendment No. 10 thereto filed with the SEC on September 29, 1998 ("Amendment No. 10"), Amendment No. 11 thereto filed with the SEC on October 27, 1998 ("Amendment No. 11") and Amendment No. 12 thereto filed with the SEC on November 18, 1998 ("Amendment No. 12"). 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, Amendment No. 9, Amendment No. 10, Amendment No. 11 and Amendment No. 12. Unless otherwise noted, all data included in this Amendment No. 13 reflects a 2 for 1 stock split of the Common Shares which was effected on July 15, 1998. ITEM 3. SOURCE AND AMOUNT OF FUNDS. The response set forth in Item 3 of the Schedule 13D is hereby supplemented as follows: Revision will fund the $28,000,000 (assuming 1,200,000 shares are purchased) aggregate purchase price for the Stock Purchase (as defined in Item 4 below) out of the proceeds of a capital contribution from Gold & Appel. ITEM 4. PURPOSE OF THE TRANSACTION. The response set forth in Item 4 of the Schedule 13D is hereby supplemented as follows: Pursuant to a Settlement Agreement, dated December 10, 1998 (the "Settlement Agreement"), by and among Total-Tel USA Communications, Inc. (the "Company" or the "Issuer"), Walt Anderson, Revision LLC ("Revision"), Warren Feldman and Solomon Feldman, the parties have settled an outstanding proxy contest (which was disclosed previously in this Schedule 13D) and certain pending litigation (which was disclosed previously in this Schedule 13D). In addition, pursuant to a Stock Purchase Agreement, dated December 10, 1998 (the "Stock Purchase Agreement"), by and among Revision, Walt Anderson, Warren Feldman and Solomon Feldman, Revision has agreed to purchase up to 1,200,000 Common Shares from Warren Feldman, Solomon Feldman and their designees, if any, at a purchase price of $24 per share, on the terms and conditions set forth therein. The Stock Purchase Agreement also provides for other agreements among the parties thereto with respect to the Common Shares owned by them. The summary set forth herein of each of the Settlement Agreement and the Stock Purchase Agreement is qualified in its entirety by the full text of each of the Settlement Agreement and the Stock Purchase Agreement, copies of which are attached hereto as an Exhibits and incorporated herein by reference. Pursuant to the Settlement Agreement, the parties thereto have agreed that with respect to the litigation commenced on or about April 7, 1998, by a complaint filed by Gold & Appel Transfer, S.A. ("Gold & Appel) in the Superior Court of New Jersey, Chancery Division, Passaic County (the "Court"), Docket No. PAS-C49-98 (the "Lawsuit"), the parties will as soon as practicable, prepare and file a stipulation dismissing with prejudice the Lawsuit and requesting that the Court orders outstanding in connection with the Lawsuit be rescinded, revoked or otherwise caused to be ineffective. Gold & Appel has joined the Settlement Agreement as a party with respect to this provision only. Pursuant to the Settlement Agreement, the Company has agreed to change the date of the Annual Meeting from December 10, 1998 to a date no later than January 31, 1999, or under certain circumstances, a date no later than February 28, 1999. The Company has agreed to file a proxy statement in connection with the Annual Meeting which recommends to shareholders that they vote in favor of the election to the Board of Warren Feldman and two designees of Warren Feldman and Walt Anderson, and two designees of Walt Anderson. The parties to the Settlement Agreement have agreed that the By-laws of the Company dated June 10, 1959 shall remain in effect until the reconstituted Board is elected. Pursuant to the Settlement Agreement, the parties thereto have agreed to prepare and file with the appropriate governmental agencies, the filings required under the Hart-Scott-Rodino Act of 1976, as amended (the "HSR Act"), in connection with the Stock Purchase (as defined below), and to use their best efforts to cause the expiration of the waiting period thereunder on the earliest practicable date. Pursuant to the Settlement Agreement, Walt Anderson and Revision have agreed that during the period commencing on the date thereof and ending on the first anniversary of the date thereof, he or it, as the case may be, and their respective affiliates (other than the Company), will not, directly or indirectly, purchase any Common Shares for a purchase price of less than $24 per share. In addition, Walt Anderson and Revision have agreed that during the period in which Walt Anderson serves as a director of the Company, Mr. Anderson and Revision agree to use their commercially reasonable efforts to assist the Company in obtaining any financing needed by it to the extent that the Company requests such assistance. Pursuant to the Stock Purchase Agreement, Revision has agreed to purchase up to 1,200,000 Common Shares but no less than 1,100,000 Common Shares, from Warren Feldman, Solomon Feldman and their designees, if any, at a purchase price of $24 per share (the "Stock Purchase"), on the terms and conditions set forth therein. Consummation of the Stock Purchase is conditioned upon HSR Act compliance and the recission or revocation of any Court orders outstanding in connection with the Lawsuit. Revision has agreed to deposit into escrow, within five business days of the date of the Stock Purchase Agreement, $4,000,000 as a deposit to be credited against the aggregate purchase price of such shares. In the event that the conditions to closing the Stock Purchase are satisfied and Revision purchases 1,200,000 Common Shares (the maximum number of shares purchasable) under the Stock Purchase Agreement, the Reporting Persons, collectively, would beneficially own 3,057,634 Common Shares or 39.6% of the outstanding Common Shares. Mr. Anderson would directly own 200 Common Shares or less than .01% of the outstanding Common Shares. Revision would directly own 3,057,434 Common Shares or 39.6% of the outstanding Common Shares. The percentages set forth above have been calculated based on 7,721,004 Common Shares outstanding as of November 11, 1998, as reported in the Company's Proxy Statement dated November 11, 1998. Pursuant to the Stock Purchase Agreement, each of Warren Feldman and Solomon Feldman have agreed to use their best efforts to cause the resignation of Messrs. Solomon Feldman, Brad Berger and Joseph Kelly from the Board of Directors of the Company (the "Board") and to cause the election to the Board of the following persons to the vacancies on the Board created thereby: (a) Walt Anderson, (b) Dennis Spina, or if he is unable to serve, another designee of Mr. Anderson, and (c) an individual who has no affiliation with the Company and is designated by Walt Anderson. (The six members of the Board as reconstituted pursuant to the foregoing are sometimes referred to herein as the "Reconstituted Board".) Pursuant to the Stock Purchase Agreement, the parties thereto have agreed that at the next Annual Meeting of Shareholders of the Company to be held no later than February 28, 1999 and for a period ending one year from the date of the Stock Purchase Agreement, Walt Anderson and Revision agree, on the one hand, and Warren Feldman and Solomon Feldman agree, on the other hand, to vote the Common Shares owned by them in favor of the election to the Board of the six members of the Reconstituted Board, or if any one of such members shall be unwilling or unable to serve, then in favor of a substituted designee of Walt Anderson or Warren Feldman, as the case may be. For a period of one year commencing on the date of the Stock Purchase Agreement, the parties have agreed to use their respective best efforts to cause the number of directors comprising the complete Board to be fixed at six (6). For the period commencing 12 months from the date of the Stock Purchase Agreement and ending 36 months from the date of the Stock Purchase Agreement, Walt Anderson and Revision have agreed to vote the Common Shares beneficially owned by them in favor of the election to the Board of Directors of the Company of two nominees designated by Warren Feldman (one of whom may be Warren Feldman). For the period commencing 12 months from the date of the Stock Purchase Agreement and ending 36 months from the date of the Stock Purchase Agreement, Warren Feldman and Solomon Feldman agree to vote the Common Shares beneficially owned by them in favor of the election to the Board of Directors of the Company of the nominees (regardless of the number of such nominees) designated by Walt Anderson. The provisions described in the previous two sentences shall cease to be of any further force and effect if at any time the aggregate beneficial ownership of Common Shares by Warren Feldman and Solomon Feldman on the one hand, or Walt Anderson and Revision, on the other hand, shall fall below 5% of the then outstanding Common Shares. Pursuant to the Stock Purchase Agreement, Walt Anderson and Revision agree to use their best efforts to cause the Company as soon as practical after the Reconstituted Board is elected to enter into a one year employment contract with Warren Feldman, pursuant to which Warren Feldman will be employed as Chief Executive Officer and Chairman of the Board of the Company at a salary of $250,000 per year and with incentive compensation up to $250,000 as may be determined by the Board based upon performance targets set by the Board for executive officers generally. Such agreement will supercede any prior agreements between Warren Feldman and the Company with respect to Mr. Feldman's employment by the Company. Revision has agreed to indemnify the Feldmans and their designees for certain matters. Other than as described herein and as previously reported, the Reporting Persons have no plans or proposals which relate or would result in any of the events described in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The response set forth in Item 5 of the Schedule 13D is hereby supplemented as follows: In the event that the conditions to closing the Stock Purchase are satisfied and Revision purchases 1,200,000 Common Shares (the maximum number of shares purchasable) under the Stock Purchase Agreement, the Reporting Persons, collectively, would beneficially own 3,057,634 Common Shares or 39.6% of the outstanding Common Shares. Mr. Anderson would directly own 200 Common Shares or less than .01% of the outstanding Common Shares. Revision would directly own 3,057,434 Common Shares or 39.6% of the outstanding Common Shares. The percentages set forth above have been calculated based on 7,721,004 Common Shares outstanding as of November 11, 1998, as reported in the Company's Proxy Statement dated November 11, 1998. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. The response set forth in Item 6 of the Schedule 13D is hereby supplemented as follows: The response to Item 4 of this Amendment No. 13 is incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBIT. Exhibit 7.1 Settlement Agreement, dated December 10, 1998, by and among Total-Tel USA Communications, Inc., Walt Anderson, Revision LLC, Warren Feldman and Solomon Feldman Exhibit 7.2 Stock Purchase Agreement, dated December 10, 1998, by and among Revision, Walt Anderson, Warren Feldman and Solomon Feldman 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: December 14, 1998 REVISION LLC By: /s/ Walt Anderson ---------------------- Walt Anderson, Manager EX-7.1 2 SETTLEMENT AGREEMENT EXHIBIT 7.1 SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT, made this 10th day of December, 1998, between TOTAL-TEL USA COMMUNICATIONS, INC., a New Jersey corporation (the "Company"), WALT ANDERSON and REVISION LLC, a Delaware limited liability company ("Revision" and collectively with Anderson, the "Committee"). WHEREAS, on or about April 7, 1998, Gold & Appel Transfer, S.A. ("Gold & Appel") filed a complaint against the Company in the Superior Court of New Jersey, Chancery Division, Passaic County (the "Court"), Docket No. PAS-C49-98 (the "Lawsuit") and Revision subsequently became a party to the Lawsuit. WHEREAS, the Lawsuit is currently pending and the parties hereto desire to settle the Lawsuit and petition the Court for the recission of all outstanding orders issued in connection with the Lawsuit, on the terms and conditions set forth herein. WHEREAS, the Company and the Committee have been engaged in a proxy contest with respect to the election of directors of the Company at the Annual Meeting of Stockholders of the Company to be held on December 10, 1998 (the "Meeting") and desire to agree upon a settlement of the matters relating to such proxy contest, on the terms and conditions provided herein. WHEREAS, in connection with such proxy contest the Company has distributed to stockholders a proxy statement dated November 11, 1998, and the Committee has distributed stockholders a proxy statement, dated November 25, 1998. NOW, THEREFORE, for good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. SETTLEMENT OF LITIGATION. As soon as practicable after the execution and delivery of this Agreement, Revision, Gold & Appel and the Company shall prepare and file a stipulation dismissing with prejudice the Lawsuit and requesting that the Court orders outstanding in connection with the Lawsuit be rescinded, revoked or otherwise caused to be ineffective, and such parties agree to take all action and deliver and exchange such documents as may be reasonably necessary to cause such dismissal of the Lawsuit and rescission or revocation of such orders. 2. ANNUAL MEETING DATE, PROXY STATEMENT AND BY-LAWS. (A) MEETING DATE. Upon the execution and delivery of this Agreement, the Company shall promptly take all action necessary to change the date of the Meeting from December 10, 1998 to a date no later than January 31, 1999, or in the event that date becomes impracticable due to delays 1 in the satisfaction of the regulatory or court approval conditions to such closing, no later than February 28, 1999. (B) PROXY STATEMENT. Upon the closing of the Stock Purchase (as defined in Section 3 hereof), the Company shall promptly prepare and file with the Securities and Exchange Commission on a date no later than two business days from the date thereof, a Proxy Statement for solicitation of proxies with respect to the Meeting which contains the recommendation of the Board in favor of the election to the Board of Warren Feldman and two designees of Warren Feldman and Walt Anderson and two designees of Walt Anderson. (C) BY-LAWS OF THE COMPANY. The By-laws of the Company, dated June 10, 1959 shall remain in effect and shall not be amended or modified in any manner until the election of the reconstituted Board as contemplated by Section 2(b) hereof, at which time such Board shall consider and determine appropriate By-law provisions of the Company. 3. HSR ACT. Each of the Company, on the one hand, and Revision and Walt Anderson, on the other hand, will, as soon as practicable after the date hereof and in connection with the contemplated purchase by Revision from Warren Feldman and Solomon Feldman (the "Stock Purchase") of up to 1,200,000 additional shares of common stock of the Company ("Common Stock"), prepare and file with the appropriate governmental agencies, the filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Each of the Company, on the one hand, and Revision and Walt Anderson, on the other hand, will use their best efforts to cause to occur on the earliest practicable date the expiration of the waiting period under the HSR Act, and in furtherance of such objective, will take all reasonable actions necessary to comply promptly with all legal requirements or requests for additional information which may be imposed on it with respect thereto and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon them. 4. AGREEMENT WITH RESPECT TO FUTURE PURCHASES. Each of Walt Anderson and Revision agree that during the period commencing on the date hereof and ending on the first anniversary of the date hereof, he or it, as the case may be, and their respective affiliates (other than the Company), will not, directly or indirectly, purchase any shares of Common Stock for a purchase price of less than $24 per share. 5. ADDITIONAL AGREEMENTS; BEST EFFORTS. The parties hereto will agree upon a joint press release to be issued immediately following the execution of this Agreement. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. Until the Board is reconstituted as contemplated by Section 2(b) hereof, the Company shall use its best efforts to provide a copy of any press release or other public disclosure about the transactions contemplated hereby to Walt Anderson prior to dissemination of such press release or other disclosure. 2 6. FUTURE FINANCING. During the period in which Walt Anderson serves as a director of the Company, Mr. Anderson and Revision agree to use their commercially reasonable efforts to assist the Company in obtaining any financing needed by it to the extent that the Company requests such assistance. 7. ORDINARY COURSE. During the period from the date of this Agreement and continuing until the Board is reconstituted in accordance with Section 2(b) hereof, the Company shall use its best efforts to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and to preserve intact its present business organizations, and to preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. 8. CERTAIN REPRESENTATIONS BY THE COMPANY. The Company hereby represents and warrants to Walt Anderson and Revision that (i) the execution, delivery and performance by the Company of this Agreement has been duly authorized by all action required by law, its certificate of incorporation and by-laws, (ii) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, (iii) the execution, delivery and performance by the Company of this Agreement will not conflict with or result in any breach of any provision of the charter or by-laws of the Company, (iv) the execution, delivery and performance by the Company of this Agreement will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company is a party or by which any of its assets or properties may be bound, (v) subject to the provisions of Sections 1 and 3 hereof, the execution, delivery and performance by the Company of this Agreement will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets and (vi) the Company has duly authorized and approved, by all action required by law, including a duly adopted Board resolution, the rescission of the Rights Agreement, dated as of March 31, 1998, between the Company and American Stock Transfer & Trust Company, and such Rights Agreement is void ab initio. 9. CERTAIN REPRESENTATIONS BY REVISION AND WALT ANDERSON. Revision hereby represents and warrants to the Company that (i) the execution, delivery and performance by Revision of this Agreement has been duly authorized by all action required by law, its certificate of formation and operating agreement, (ii) this Agreement has been duly executed and delivered by Revision and constitutes a legal, valid and binding obligation of Revision, enforceable against it in accordance with its terms, (iii) the execution, delivery and performance by Revision of this Agreement will not conflict with or result in any breach of any provision of the certificate of formation and operating agreement of Revision, (iv) the execution, delivery and performance by Revision of this Agreement will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, 3 license, contract, agreement or other instrument or obligation to which Revision is a party or by which any of its assets or properties may be bound and (v) subject to the provisions of Sections 1 and 3 hereof, the execution, delivery and performance by Revision of this Agreement will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to Revision or any of its properties or assets. Anderson hereby represents and warrants to the Company that this Agreement has been duly executed and delivered by him and constitutes his legal, valid and binding obligation, enforceable against him in accordance with its terms and subject to the provisions of Sections 1 and 3 hereof, the execution, delivery and performance by him of this Agreement will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to him or any of his properties or assets. 10. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto and constitutes the complete, final and exclusive embodiment of their agreement with respect to the subject matter hereof, and supercedes all prior or contemporaneous agreements, understandings, representations and statements, oral or written. 11. NOTICES. All communications provided for hereunder shall be sent in writing and mailed by first class mail, return receipt requested, or sent by overnight courier, or sent by facsimile transmission to the address stated below or to such changed address as the addressee may have been given by similar notice: (a) If, to the Company: Total-Tel USA Communications, Inc. 150 Clove Road Little Falls, New Jersey Attn: Warren Feldman Facsimile No.: (973) 785-5173 With a copy to: Covington & Burling 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20044 Attn: Bobby R. Burchfield, Esq. Facsimile No.: (202) 778-5350 And a copy to: Jay Miller, Esq. 430 East 57th Street, Suite 5D New York, New York 10022 Facsimile No.: (212) 758-0624 4 (b) If to Revision or Anderson: Walt Anderson c/o Gold & Appel 1023 31st Street, 4th Floor Washington, D.C. 20007 Facsimile No.: (202)736-5065 With a copy to: Swidler Berlin Shereff Friedman, LLP 919 Third Avenue New York, NY 10022 Attn: Richard Goldberg, Esq. Facsimile No.: (212) 758-9526 Any such notice shall be deemed received, if mailed, five days after mailing, or one day after sending by overnight courier, or upon confirmation of transmission if sent by facsimile transmission. 12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to the conflict of laws provisions thereof. 13. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. 5 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. TOTAL-TEL USA COMMUNICATIONS, INC. By: /s/ Warren Feldman --------------------------- Name: Warren Feldman Title: Chairman and Chief Executive Officer REVISION LLC By: /s/ Walt Anderson --------------------------- Name: Walt Anderson Title: Manager /s/ Walt Anderson ------------------------------- Walt Anderson Evidencing agreement with respect to the provisions of Section 1 hereof only and not with respect to any other provision of this Agreement: GOLD & APPEL TRANSFER, S.A. By: /s/ Walt Anderson --------------------------- Walt Anderson, Attorney-In-Fact 6 EX-7.2 3 STOCK PURCHASE AGREEMENT EXHIBIT 7.2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT made this 10th day of December, 1998, between WARREN FELDMAN, SOLOMON FELDMAN, WALT ANDERSON and REVISION LLC, a Delaware limited liability company ("Revision"). WHEREAS, each of the parties hereto is a stockholder of Total-Tel USA Communications, Inc., a New Jersey corporation (the "Company"). WHEREAS, the parties hereto desire to enter into certain agreements regarding the purchase by Revision from Warren Feldman and Solomon Feldman and/or their designees of up to 1,200,000 shares of Common Stock of the Company ("Common Stock"), on the terms and subject to the conditions set forth herein. WHEREAS, the parties hereto desire to enter into certain agreements regarding the voting of their shares of Common Stock and certain other matters, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, for good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. PURCHASE AND SALE OF SHARES. (A) GENERAL TERMS. Revision agrees to purchase from Warren Feldman, Solomon Feldman, and if so designated, one or more of their designees (in an amount to be determined by Warren Feldman and Solomon Feldman), and Warren Feldman and Solomon Feldman agree to sell, up to an aggregate of 1,200,000 shares of Common Stock, but not less than 1,100,000 shares of Common Stock, at a purchase price of $24 per share upon the terms and subject to the conditions set forth herein. Prior to December 20, 1998, Warren Feldman and Solomon Feldman shall deliver to Revision a written notice (the "Designee Notice"), setting forth the aggregate number of shares which shall be purchased by Revision pursuant to this Section 1, listing each designee (the "Designees", which term shall include Warren Feldman and Solomon Feldman) who will sell shares, the number of shares to be sold by each such Designee, the account information (name of bank, address of bank, ABA number and bank account number) to which the purchase price payment for such designee should be wired, and the purchase price. The Deposit (as defined below) shall be paid at the closing as directed by Warren Feldman and Solomon Feldman and shall be credited against the purchase price. The Designees shall be solely responsible for any transfer taxes payable in respect of the sale of the Common Stock under this Agreement. (B) REPRESENTATIONS AND WARRANTIES OF DESIGNEES. The Designee Notice shall be accompanied by signed statements of each Designee (the "Designee Statements"), pursuant to which each Designee represents and warrants to Revision that (i) such Designee is the sole beneficial and 1 record owner of all right, title and interest in and to the shares to be sold to Revision, free and clear of any security interest, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights or rights of first refusal or other arrangements, restrictions or legal or equitable limitations of any kind, (ii) upon the delivery of the stock certificates at the closing, such Designee will transfer good, valid and marketable title to the shares to Revision, free and clear of any security interests, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights or rights of first refusal or other arrangements, restrictions or legal or equitable limitations of any kind and (iii) such Designee shall, at the closing deliver to Revision, a certificate confirming that the representations of such Designee made therein are true as of the closing date. Warren Feldman beneficially owns between 1,000,544 and 1,035,524 shares of Common Stock and Solomon Feldman beneficially owns between 886,380 and 927,260 shares of Common Stock (in each case exclusive of stock options), and each of Warren Feldman and Solomon Feldman hereby makes the representations and warranties set forth in this Section 1(b) with respect to himself and the shares which he owns as of the date hereof. (C) REPRESENTATIONS OF REVISION. Revision represents and warrants to each of Warren Feldman, Solomon Feldman and each Designee that it is acquiring up to 1,200,000 shares of Common Stock pursuant to the provisions of this Section 1 for its own account for investment and not with a view to, or for sale in connection with, any public distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"). Revision further represents that it is an Accredited Investor within the meaning ascribed to such term under Regulation D of the rules and regulations promulgated under the Securities Act. (D) CONDITIONS TO CLOSING AND THE CLOSING. It shall be a condition to the purchase and sale of shares contemplated under this Section 1 that (i) the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") applicable to the purchase by Revision of the aggregate number of shares to be purchased pursuant to this Section 1 shall have expired or been terminated and (ii) the Superior Court of New Jersey, Chancery Division, Passaic County (the "Court") shall have rescinded, revoked or otherwise caused to be ineffective any Court orders outstanding in connection with the lawsuit against the Company which was filed in the Court on or about April 7, 1998, by Gold & Appel Transfer, S.A., Docket No. PAS-C49-98. The closing of the purchase and sale of shares contemplated in this Section 1 shall occur at 10:00 a.m. on the date that is two business days after the satisfaction of both of the conditions set forth in the preceding sentence; provided however that the closing date shall in no event be earlier than January 2, 1999. The closing shall take place at the offices of Swidler Berlin Shereff Friedman, LLP, 919 Third Avenue, New York, New York. On the closing date, Revision shall pay to each Designee the purchase price (net of such Designee's pro rata share of the Deposit as designated pursuant to Section 1(a)) by wire transfer to the account set forth in the Designee Notice and each Designee shall deliver the stock certificates for the shares duly endorsed or with stock power attached together with the representation letter required pursuant to of Section 1(b) above. 2 (E) DEPOSIT. Within five (5) business days of the execution and delivery of this Agreement, Revision shall transfer $4,000,000 by wire transfer to Swidler Berlin Shereff Friedman, LLP as escrow agent (the "Escrow Agent"), and such $4,000,000 shall be held in escrow by the Escrow Agent as a deposit ("Deposit") pursuant to an escrow agreement containing the terms of this Section 1(e) and other customary terms. In the event that prior to the closing, the Escrow Agent receives a written notice from Revision, on the one hand, or Warren Feldman or Solomon Feldman, on the other hand, stating that a material breach by the other party has occurred under this Agreement or, in the case of a notice by Revision that a material breach by the Company has occurred under that certain agreement dated the date hereof by and among the Company, Walt Anderson and Revision, then, the Deposit, together with interest earned thereon, shall be delivered to the nonbreaching party unless the party alleged to have breached (or Warren Feldman or Solomon Feldman in the case of an alleged breach by the Company) shall deliver, within five business days of notice thereof, a notice of objection to the Escrow Agent in which case the Deposit shall not be disbursed from escrow until such time as the Escrow Agent has received joint written instructions of Warren Feldman, Solomon Feldman and Walt Anderson, directing the disbursement of such Deposit or until such time as the Escrow Agent has received a court order from a court of competent jurisdiction directing the disposition of such Deposit. At least one business day prior to the closing, Warren Feldman, Solomon Feldman and Walt Anderson shall deliver to the Escrow Agent joint written instructions directing the transfer of the Deposit. Each disbursement of the Deposit from escrow shall include the pro rata portion of interest income, if any, with respect to such disbursement amount. In the event that Revision is legally prohibited from purchasing the shares of the Common Stock as contemplated under this Section 1 due to a failure to be satisfied of one of the conditions to closing contained in Section 1(d) by February 28, 1999, the Deposit, together with interest earned thereon, shall be returned to Revision unless Warren Feldman or Solomon Feldman shall have delivered notice of objection within five business days of notice from the Escrow Agent of the intended payment to Revision, in which case the Deposit shall not be disbursed from escrow until such time as the Escrow Agent has received joint written instructions of Warren Feldman, Solomon Feldman and Walt Anderson, directing the disbursement of such Deposit or until such time as the Escrow Agent has received a court order from a court of competent jurisdiction directing the disposition of such Deposit. 2. BOARD OF DIRECTORS. Immediately following the closing of the sale of shares pursuant to Section 1 hereof, Warren Feldman and Solomon Feldman shall use their respective best efforts to cause the resignation of Messrs. Solomon Feldman, Brad Berger and Joseph Kelly from the Board of Directors of the Company (the "Board") and to cause the election to the Board of the following persons to the vacancies on the Board created thereby: (a) Walt Anderson, (b) Dennis Spina or if he is unable to serve, another designee of Mr. Anderson, and (c) an individual who has no affiliation with the Company and is designated by Walt Anderson. (The six members of the Board as reconstituted pursuant to the terms of this Section 2 are sometimes referred to herein as the "Reconstituted Board".) 3 3. VOTING AGREEMENTS. (A) NEXT ANNUAL MEETING. At the next Annual Meeting of Shareholders of the Company to be held no later than February 28, 1999 and for a period ending one year from the date hereof, Walt Anderson and Revision agree, on the one hand, and Warren Feldman and Solomon Feldman agree, on the other hand, to vote the shares of Common Stock owned by them in favor of the election to the Board of the six members of the Reconstituted Board, or if any one of such members shall be unwilling or unable to serve, then in favor of a substituted designee of Walt Anderson or Warren Feldman, as the case may be. For a period of one year commencing on the date hereof, the parties agree to use their respective best efforts to cause the number of directors comprising the complete Board to be fixed at six (6). (B) SUBSEQUENT PERIOD. For the period commencing 12 months from the date hereof and ending 36 months from the date hereof, Walt Anderson and Revision agree to vote the shares of Common Stock beneficially owned by them in favor of the election to the Board of Directors of the Company of two nominees designated by Warren Feldman (one of whom may be Warren Feldman). For the period commencing 12 months from the date hereof and ending 36 months from the date hereof, Warren Feldman and Solomon Feldman agree to vote the shares of Common Stock beneficially owned by them in favor of the election to the Board of Directors of the Company of the nominees (regardless of the number of such nominees) designated by Walt Anderson. The provisions of this Section 3(b) shall cease to be of any further force and effect if at any time the aggregate beneficial ownership of Common Stock by Warren Feldman and Solomon Feldman on the one hand, or Walt Anderson and Revision, on the other hand, shall fall below 5% of the then outstanding Common Stock. (C) FELDMAN EMPLOYMENT CONTRACT. Walt Anderson and Revision agree to use their best efforts to cause the Company as soon as practical after the Reconstituted Board is elected to enter into a one year employment contract with Warren Feldman, pursuant to which Warren Feldman will be employed as Chief Executive Officer and Chairman of the Board of the Company at a salary of $250,000 per year and with incentive compensation up to $250,000 as may be determined by the Board based upon performance targets set by the Board for executive officers generally. Such agreement will supercede any prior agreements between Warren Feldman and the Company with respect to Mr. Feldman's employment by the Company. 4. ORDINARY COURSE. During the period from the date of this Agreement and continuing until the Board is reconstituted in accordance with Section 2 hereof, each of Warren Feldman and Solomon Feldman shall use their respective best efforts to cause the Company to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and use its best efforts to preserve intact its present business organizations, and to preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. 4 5. ADDITIONAL AGREEMENTS; BEST EFFORTS. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. 6. CERTAIN REPRESENTATIONS BY THE FELDMANS. Each of Warren Feldman and Solomon Feldman hereby represents and warrants that (i) this Agreement has been duly executed and delivered by him and constitutes his legal, valid and binding obligation, enforceable against him in accordance with its terms, (ii) subject to the provisions of Section 1(d) hereto, the execution, delivery and performance by him of this Agreement will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to him, and (iii) to the best of their knowledge after due inquiry, except as disclosed in the forms, reports, schedules, statements and other documents filed by the Company under the Securities Exchange Act of 1934, as amended, and in the draft financial statements with respect to the fiscal quarter of the Company ended October 31, 1998, which were provided to Walt Anderson, since January 31, 1998, there have been no events, changes or effects (excluding any of the foregoing which affect the industry generally, and are not specific to the Company) having, individually or in the aggregate, a material adverse effect on the Company. 7. CERTAIN REPRESENTATIONS BY REVISION AND WALT ANDERSON. Revision hereby represents and warrants that (i) the execution, delivery and performance by Revision of this Agreement has been duly authorized by all action required by law, its certificate of formation and operating agreement, (ii) this Agreement has been duly executed and delivered by Revision and constitutes a legal, valid and binding obligation of Revision, enforceable against it in accordance with its terms, (iii) the execution, delivery and performance by Revision of this Agreement will not conflict with or result in any breach of any provision of the certificate of formation and operating agreement of Revision, (iv) the execution, delivery and performance by Revision of this Agreement will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Revision is a party or by which any of its assets or properties may be bound, (v) subject to the provisions of Section 1(d) hereto, the execution, delivery and performance by Revision of this Agreement will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to Revision or any of its properties or assets, (vi) Revision is the sole beneficial and record owner of all right, title and interest in and to 1,857,434 shares of Common Stock, free and clear of any security interest, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights or rights of first refusal or other arrangements, restrictions or legal or equitable limitations of any kind, and (vii) Revision has no outstanding indebtedness for borrowed money. Anderson hereby represents and warrants that (i) this Agreement has been duly executed and delivered by him and constitutes his legal, valid and binding obligation, enforceable against him in accordance with its terms, and (ii) subject to the provisions of Section 1(d) hereto, the execution, delivery and performance by him of this Agreement will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to him. 5 8. ASSIGNMENT. This Agreement shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of Warren Feldman or Solomon Feldman, on the one hand, or Walt Anderson or Revision, on the other hand, shall have the right to assign or transfer shares of Common Stock or its rights or obligations under this Agreement to an affiliate of such party unless (i) such transferee affiliate has a net worth (calculated in accordance with generally accepted accounting principles) at least equal to the net worth of the transferor immediately prior to such transfer and (ii) such transferee affiliate assumes the obligations of the transferor hereunder. 9. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto and constitutes the complete, final and exclusive embodiment of their agreement with respect to the subject matter hereof, and supercedes all prior or contemporaneous agreements, understandings, representations and statements, oral or written. 9. NOTICES. All communications provided for hereunder shall be sent in writing and mailed by first class mail, return receipt requested, or sent by overnight courier, or sent by facsimile transmission to the address stated below or to such changed address as the addressee may have been given by similar notice: (a) If to the Warren Feldman or Solomon Feldman: Total-Tel USA Communications, Inc. 150 Clove Road Little Falls, New Jersey 07424 Attn: Warren Feldman Facsimile No.: (973) 785-5173 With a copy to: Covington & Burling 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20044 Attn: Bobby R. Burchfield, Esq. Facsimile No.: (202) 778-5350 (b) If to Revision or Anderson: Walt Anderson c/o Gold & Appel 1023 31st Street, 4th Floor Washington, D.C. 20007 Facsimile No.: (202)736-5065 6 With a copy to: Swidler Berlin Shereff Friedman, LLP 919 Third Avenue New York, New York 10022 Attn: Richard Goldberg, Esq. Facsimile No.: (212) 758-9526 Any such notice shall be deemed received, if mailed, five days after mailing, one day after sending by overnight courier, or upon confirmation of transmission if sent by facsimile transmission. 11. NOTICE ON BEHALF OF OTHER PARTIES. Any notice, designation or determination required to be made or delivered hereunder by Warren Feldman or Solomon Feldman shall be binding on the other if made or delivered by either of such parties. Any notice, designation or determination required to be made or delivered hereunder by Revision or Walt Anderson shall be binding on the other if made or delivered by either of such parties. 12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to the conflict of laws provisions thereof. 13. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. 7 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. /s/ Warren Feldman -------------------------- Warren Feldman /s/ Solomon Feldman -------------------------- Solomon Feldman REVISION LLC By: /s/ Walt Anderson -------------------------- Name: Walt Anderson Title: Manager /s/ Walt Anderson -------------------------- Walt Anderson 8 -----END PRIVACY-ENHANCED MESSAGE-----