-----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, AMzhfdXoCFEQDsAqefITNQPbNW6SWnTyDGWUReYAf9qfug/lbz+FhDm3PM2Cr3VZ Z6in7V7uScKFLAwDvc6NnQ== 0001026777-00-000046.txt : 20000321 0001026777-00-000046.hdr.sgml : 20000321 ACCESSION NUMBER: 0001026777-00-000046 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000320 GROUP MEMBERS: GOLD & APPEL TRANSFER SA GROUP MEMBERS: REVISION LLC GROUP MEMBERS: WALT ANDERSON 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: 573947 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 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 19)1 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 Gold & Appel, S.A. 1023 31st Street, 4th Floor, Washington, D.C. 20007 202-467-1189 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 10, 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 schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - ------------------ 1 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 be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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/A - ------------------------ ----------------------- CUSIP No. 89151T 10-6 Page 2 of 6 Pages - ------------------------ ----------------------- - -------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER SHARES 3,603,104 OWNED BY -------------------------------------------------------- EACH 8. SHARED VOTING POWER 0 REPORTING -------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER 0 WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,603,104 Shares of Common Stock - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.04% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------- SCHEDULE 13D/A - ------------------------ ----------------------- CUSIP No. 89151T 10-6 Page 3 of 6 Pages - ------------------------ ----------------------- - -------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER SHARES 3,595,804 OWNED BY -------------------------------------------------------- EACH 8. SHARED VOTING POWER 0 REPORTING -------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER 3,595,804 WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,595,804 Shares of Common Stock - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.19% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO - ----------------------------------------------------------------------------- This Amendment No. 19 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" or the "Company"), supplements and amends the Schedule 13D previously filed with the Securities and Exchange Commission (the "SEC") by Gold & Appel, S.A., 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"), Amendment No. 12 thereto filed with the SEC on November 18, 1998 ("Amendment No. 12"), Amendment No. 13 thereto filed with the SEC on December 14, 1999 ("Amendment No. 13"), Amendment No. 14 thereto filed with the SEC on January 26, 1999 ("Amendment No. 14"), Amendment No. 15 thereto filed with the SEC on September 30, 1999 ("Amendment No. 15"), Amendment No. 16 thereto filed with the SEC on December 21, 1999 ("Amendment No. 16"), Amendment No. 17 thereto filed with the SEC on January 24, 2000 ("Amendment No. 17") and Amendment No. 18 thereto filed with the SEC on February 18, 2000 ("Amendment No. 18"). 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,Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17 and Amendment No. 18. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is supplemented as follows: Under a Put Agreement dated as of September 21, 1999 between Mr. Anderson, Warren Feldman ("Mr. W. Feldman"), Solomon Feldman ("Mr. S. Feldman") and Revision, which Put Agreement was filed as Exhibit 7.2 to Amendment No. 15 (the "Feldman Put Agreement"), Mr. W. Feldman, Mr. S. Feldman and their permitted designees had the right, but not the obligation (the "Feldman Put Option"), to sell and deliver up to 1,103,817 Common Shares to Revision at a purchase price of $16.00 per share upon the exercise of the Feldman Put Option at any time during the period beginning on December 11, 1999 and ending at 5:00 p.m. on February 10, 2000. Neither Revision nor Mr. Anderson had any right to require any of the Common Shares subject to the Feldman Put Agreement to be sold. Certain terms of the Feldman Put Agreement were modified by Amendment No. 1 to such Put Agreement, dated as of December 11, 1999, a copy of which was filed as Exhibit 7.2 to Amendment No. 16 and Amendment No. 2 to such Put Agreement, dated as of March 10, 2000, a copy of which is filed herewith as Exhibit 7.2. In addition, under a Put Agreement dated as of September 21, 1999 between Mr. Anderson, Leon Genet ("Mr. Genet") and Revision, which Put Agreement was filed Exhibit 7.3 to Amendment No. 15 (the "Genet Put Agreement"), Mr. Genet and his permitted designees had the right, but not the obligation (the "Genet Put Option"), to sell and deliver up to 104,320 Common Shares to Revision at a purchase price of $16.00 per share upon the exercise of the Genet Put Option at any time during the period beginning on December 11, 1999 and ending on February 10, 2000. Neither Revision nor Mr. Anderson had any right to require any of the Common Shares subject to the Genet Put Agreement to be sold. Certain terms of the Genet Put Agreement were modified by Amendment No. 1 to such Put Agreement, dated as of March 10, 2000, a copy of which is filed herewith as Exhibit 7.3. On December 14, 1999, pursuant to the Feldman Put Agreement, as amended, Mr. W. Feldman delivered an exercise notice (the "Exercise Notice"), which Exercise Notice was filed as Exhibit 7.2 to Amendment No. 17, with respect to 788,021 Common Shares subject to the Put Option. On January 14, 2000, pursuant to the Feldman Put Agreement and the Exercise Notice, Revision purchased 538,440 of the Common Shares subject to the Feldman Put Agreement, and the Foundation for International Non-Governmental Development of Space ("FINDS")purchased 249,581 of the Common Shares subject to the Feldman Put Agreement. On February 7, 2000, pursuant to the Genet Put Agreement, as amended, Mr. Genet delivered an exercise notice (the "Genet Exercise Notice"), which was filed as Exhibit 7.4 to Amendment No. 18, with respect to 50,000 Common Shares subject to the Genet Put Option. It is expected that the closing of the purchase of such Common Shares will occur in the near future, subject to the satisfaction by Mr. Genet of the applicable closing conditions. Upon such closing, Mr. Genet will have no further rights to sell Common Shares pursuant to the Genet Put Agreement. On February 9, 2000, pursuant to the Feldman Put Agreement, as amended, Mr. W. Feldman delivered a second exercise notice (the "Second Exercise Notice"), which Second Exercise Notice was filed as Exhibit 7.2 to Amendment No. 18, with respect to 303,296 Common Shares subject to the Feldman Put Option. On February 10, 2000, Mr. W. Feldman delivered a third exercise notice (the "Third Exercise Notice"), which Third Exercise Notice was filed as Exhibit 7.3 to Amendment No. 18, with respect to 5,000 Common Shares subject to the Feldman Put Option. On March 9, 2000, Mr. W. Feldman delivered a fourth exercise notice (the "Fourth Exercise Notice"), a copy of which is Page 4 of 6 filed herewith as Exhibit 7.4, revoking the Second Exercise Notice and exercising his put option with respect to 202,518 Common Shares subject to the Feldman Put Option. On March 10, 2000, pursuant to the Feldman Put Agreement, the Third Exercise Notice and the Fourth Exercise Notice, FINDS purchased 207,518 Common Shares for a total purchase price of $3,320,288.00. All of the funds used to purchase such 207,518 Common Shares pursuant to the Exercise Notice came from FINDS's working capital funds. Messrs. W. Feldman and S. Feldman have no further rights to sell Common Shares pursuant to the Feldman Put Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended as follows: (a) Revision and Walt Anderson, collectively, beneficially own 3,602,904 Common Shares, representing approximately 45.19% of the outstanding Common Shares, based on information provided in the Issuer's proxy statement filed with the SEC on February 1, 2000. As described under Item 3 above, Revision has no right to acquire the Common Shares subject to either the Feldman Put Agreement, as amended, or the Genet Put Agreement, and therefore is not a beneficial owner thereof within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Mr. Anderson directly owns 7,300 Common Shares or less than 0.01% of the outstanding Common Shares. In addition, Mr. Anderson is the President and a director of FINDS, which owns 628,929 Common Shares. Mr. Anderson does not control FINDS and thus disclaims beneficial ownership of the shares owned by FINDS. Page 4 of 7 (b) The sole power to vote or direct the voting of and the power to dispose or direct the disposition of the 7,300 shares directly owned by Mr. Anderson 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, and to dispose of the 3,595,604 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 45.19% 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 7,972,904 outstanding Common Shares of the Issuer as of January 27, 2000, which information was provided in the Issuer's proxy statement filed with the SEC on February 1, 2000. (c) Since the filing of Amendment No. 18, as reported in Item 3 above, on March 10, 2000, pursuant to the Feldman Put Agreement, as amended, the Third Exercise Notice, and the Fourth Exercise Notice, FINDS purchased 207,518 of the Common Shares subject to such Agreement at a purchase price of $16.00 per Common Share. Further, since the filing of Amendment No. 18, Mr. Anderson bought 7,100 Common Shares on the NASDAQ National Market, as follows: Date Number of Shares Price Per Share ---- ---------------- --------------- 02/28/00 3,100 $13.5000 02/29/00 1,000 13.8750 03/01/00 3,000 13.5000 Total 7,100 Page 5 of 7 (d) No person is known by Revision nor by Mr. Anderson to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by Revision or Mr. Anderson. Until the closing of the purchase by FINDS of the 50,000 Common Shares which FINDS will purchase pursuant to the Genet Put Agreement, Mr. Genet has the sole right to receive dividends paid on the 50,000 Common Shares, which are the only Common Shares still subject to a put agreement. Mr. Genet has the sole right to receive the proceeds from the sale of the shares owned by him which remain subject to the Genet Put Agreement. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended as follows: Except for the Joint Filing Agreement attached to this Statement as Exhibit 7.1, the Operating Agreement of Revision LLC as described in Amendment No. 7 and filed as Exhibit 7.2 thereto), the Genet Put Agreement (as described in Amendment No. 15 and filed as Exhibit 7.3 thereto) and Amendment No. 1 to the Genet Put Agreement (filed herewith as Exhibit 7.3), neither Revision nor Mr. Anderson has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer of any of the Common Shares, beneficially owned by Revision or Mr. Anderson, finder's fees, joint ventures, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 7.1 Joint Filing Agreement with respect to the joint filing of this Amendment No. 18 to Schedule 13D. Exhibit 7.2 Amendment No. 2 to the Feldman Put Agreement, dated as of March 10, 2000. Exhibit 7.3 Amendment No. 1 to the Genet Put Agreement, dated as of March 10, 2000. Exhibit 7.4 Fourth Exercise Notice of Mr. W. Feldman dated as of March 9, 2000. Page 5 of 6 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 19 to Schedule 13D is true, complete and correct. Date: March 20, 2000 Revision LLC, a Delaware limited liability company By: /s/ Walt Anderson ----------------------------------- Walt Anderson, Manager /s/ Walt Anderson -------------------------------------- Walt Anderson Page 6 of 6 EX-7.1 2 EXHIBIT 7.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 18 to Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us. Date: March 20, 2000 Revision LLC, a Delaware limited liability company By: /s/ Walt Anderson ------------------------------------- Walt Anderson, Manager /s/ Walt Anderson --------------------------------------- Walt Anderson EX-7.2 3 AMENDMENT NO. 2 TO FELDMAN PUT AGREEMENT AMENDMENT NO. 2 TO PUT AGREEMENT AMENDMENT NO. 1 (the "Amendment") to the Put Agreement dated as of September 21, 1999, as amended (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, as amended by Amendment No. 1 dated December 11, 2000 ("Amendment No. 1"); and WHEREAS, the parties hereto desire to make the amendments to the Put Agreement set forth herein in order to allow Revision to transfer its obligation to purchase up to 566,377 shares of the Company's Common Stock to FINDS. 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 sufficient of which is hereby acknowledged, the parties hereto agree as follows: 1. 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 restated 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 566,377 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 hereunder, Revisions shall remain obligation 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. 2. No Other Amendments. Except as expressly set forth in Amendment No. 1 and 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. 3. General Matters. The provisions of Article VI of the Put Agreement are incorporated, mutatis mutandis, into this Amendment by reference. IN WITNESS WHEREOF, this Amendment No. 1 to the Put Agreement has been executed and delivered by the parties hereto on this 10th day of March, 2000. REVISION LLC By: ---------------------------------- Name: Walt Anderson Title: Manager FOUNDATION FOR INDEPENDENT NONGOVERMENTAL DEVELOPMENT OF SPACE By: ________________________________ Name: Walt Anderson Title: President ------------------------------------- Walt Anderson ------------------------------------- Warren Feldman -------------------------------------- Solomon Feldman TOTAL-TEL USA COMMUNICATIONS, INC. By: ---------------------------------------- Name: Title: EX-7.3 4 AMENDMENT NO. 1 TO GENET PUT AGREEMENT AMENDMENT NO. 1 TO PUT AGREEMENT AMENDMENT NO. 1 (the "Amendment") to the Put Agreement dated as of September 21, 1999, as amended (the "Put Agreement"), is made between and among WALT ANDERSON, LEON GENET, 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, Leon Genet, 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 foth herein in order to allow Revision to transfer its obligation to purchase up to 104,320 shares of the Company's Common Stock to FINDS. 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 sufficient of which is hereby acknowledged, the parties hereto agree as follows: 1. 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 restated 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 104,320 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 hereunder, Revisions shall remain obligation 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, 5.2(b), 5.2(d) and 5.2(e), each use the word "Revision" shall be amended to read "Re3visions and/or FINDS, as applicable". (c) Section 4.2 of the Put Agreement is hereby amended by adding a new clause (d) which shall read in its entirety as follows: (d) FINDS represents and warrants, as fo the date hereof and again on the date of 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. 2. Conforming and Corrective Amendments. (a) Section 1.1(o) of the Put Agreement is hereby amended by restating it in its entirety to read as follows: (o) "Securities Act" shall have the meaning set forthin Section 4.2(a). (b) In Section 5.2(c), the phrase "Walt Anderson shall cause Revision" shall be amended to read "Walt Anderson shall cause Revision and FINDS" 3. No Other Amendments. Except as expressly set forth in Amendment No. 1 and 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. 4. General Matters. The provisions of Article VI of the Put Agreement are incorporated, mutatis mutandis, into this Amendment by reference. [Signature page follows] IN WITNESS WHEREOF, this Amendment No. 1 to the Put Agreement has been executed and delivered by the parties hereto on this 10th day of March, 2000. REVISION LLC By: -------------------------------- Name: Walt Anderson Title: Manager FOUNDATION FOR INDEPENDENT NONGOVERMENTAL DEVELOPMENT OF SPACE By: ------------------------------------- Name: Walt Anderson Title: President ------------------------------------ Walt Anderson ------------------------------------- Leon Genet TOTAL-TEL USA COMMUNICATIONS, INC. By: ------------------------------------ Name: Title: EX-7.4 5 PUT OPTION - FOURTH EXERCISE NOTICE WARREN H. FELDMAN 45 A. Samworth Road PO Box 3061 Clifton, NJ 07012 (973) 249-7410 March 9, 2000 VIA FEDERAL EXPRESS 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 - Revocation of Exercise Notice; Revised 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, Total-Tel USA Communications, Inc. and Foundation for the Independent Non- Governmental Development of Space, as amended (the "Put Agreement"). Capitalized terms used in this letter without definition shall have the meanings set forth in the Put Agreement. As agreed, that certain Exercise Notice dated February 9, 2000 is hereby revoked and of no further force or effect. The Exercise Notice dated February 10, 2000 with respect to certain shares owned by my Designee, Arthur Draznin, in not effected by the revocation of the Exercise Notice dated February 9th. 1. Common Stock 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. The information required by Section 2.2(a) to (e) of the Put Agreement is set forth below as follows: Number of Purchase Name of Put Holder Shares To Be Sold Price Warren Feldman 160,222 shares $2,563,552 ---------- 160,222 shares $2,563,552 The purchase price payment for the above-referenced shares should be wired directly to my account as follows: Summit Bank ABA: 021202162 55 Challenger Blvd. Ridgefield Park, NJ To benefit Warren Feldman Account No. 303541547 2. Common Stock of Designee of Warren Feldman. 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 such Put Holder is set forth below as follows: Number of Purchase Name of Put Holder Shares To Be Sold Price Feldman Charitable Foundation 42,296 $676,736 ---------------------------- 42,496 $676,736 The purchase price payment for the above-referenced shares should be wired directly to the account number and bank specified below: Summit Bank ABA: 021202162 55 Challenger Blvd. Ridgefield Park, NJ To benefit of Feldman Charitable Foundation Account No. 4003034652 I would like to suggest that the Closing for the purchase and sale transactions listed above be held on March 10, 2000, at 10:00 a.m. at the offices of Swidler Berlin Shereff Friedman, LLP, as previously agreed. Sincerely, /s/ Warren H. Feldman Warren H. Feldman WHF:sad c: Sean P. McGuinness, Esq. Via Federal Express Airbill No. 8183 6488 6504 And Fax (202) 424-7643 -----END PRIVACY-ENHANCED MESSAGE-----