-----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, F+QeJWkcSnS0EN4+8wYUs+Ha1eZ2BIO2Q0U1VpHdML1SZ2znWpGuVqKCuujEduqh hvvYVCUmcqeXdIIMi80MjA== 0001026777-98-000084.txt : 19981124 0001026777-98-000084.hdr.sgml : 19981124 ACCESSION NUMBER: 0001026777-98-000084 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981123 GROUP MEMBERS: ATOCHA LP GROUP MEMBERS: ATOCHA,L.P. GROUP MEMBERS: TOM CIRRITO 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 SEC ACT: SEC FILE NUMBER: 005-11039 FILM NUMBER: 98756491 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: ATOCHA LP CENTRAL INDEX KEY: 0001066206 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6429 GEORGETOWN PIKE CITY: MCLEAN STATE: VA ZIP: 22101 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934) (Amendment No. ___)* 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) Thomas J. Cirrito c/o Swidler Berlin Shereff Friedman, LLP 3000 K Street, N.W. Suite 300 Washington, D.C. 20007-5116 (202) 424-7500 Attn: Morris F. DeFeo, Jr., Esq. (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)] November 16, 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 schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. 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. *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 1 of 8 Pages - ------------------------------ ------------------------------ - ---------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Atocha, L.P. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 484,694 Shares of Common Stock OWNED BY EACH -------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 484,694 Shares of Common Stock - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 484,694 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) 6.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------------ ------------------------------- CUSIP No. 89151T 10-6 Page 2 of 8 Pages - ------------------------------ ------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas J. Cirrito - ------------------------------------------------------------------------------ 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 Virginia/United States of America - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 20,000 Shares of Common Stock NUMBER OF ------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 484,694 Shares of Common Stock OWNED BY EACH ------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 20,000 Shares of Common Stock WITH ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 484,694 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 504,694 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) 6.5% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER This Statement relates to the common stock, par value $.05 per share (the "Common Shares"), of Total-Tel USA Communications, Inc., a New Jersey corporation (the "Issuer"). The Issuer's principal executive offices are located at 150 Clove Road, 8th Floor, Little Falls, NJ 07424. ITEM 2. IDENTITY AND BACKGROUND This Statement is filed by Atocha, L.P., a Texas limited partnership ("Atocha"), and Thomas J. Cirrito, a natural person and a citizen of the United States of America ("Mr. Cirrito"), as joint filers. Atocha has its principal business address at 6429 Georgetown Pike, McLean, Virginia 22101. Atocha's principal business is investment capital management for growth. Mr. Cirrito's business address is 6429 Georgetown Pike, McLean, Virginia 22101. Mr. Cirrito's principal occupation is general partner of Atocha. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Atocha and Mr. Cirrito purchased a total of 504,694 Common Shares between August 27, 1997, and July 2, 1998, as set forth below, (i) of which 484,694 of those shares are owned by Atocha, and (ii) 20,000 are owned by Mr. Cirrito. Date Number of Shares Price per Common Share ---- ---------------- ---------------------- 8/27/97 4,000 21.71 8/27/97 1,000 21.71 9/03/97 1,000 22.34 9/03/97 4,000 22.34 4/07/98 3,500 35.09 4/23/98 1,000 42.09 4/23/98 1,000 42.09 4/23/98 137 42.09 4/23/98 220 42.09 4/23/98 200 42.09 4/24/98 200 42.09 4/24/98 640 42.09 4/24/98 300 42.09 4/24/98 303 42.09 4/24/98 425 42.09 4/24/98 1,000 42.09 4/27/98 500 42.09 4/27/98 1,000 42.09 4/27/98 100 41.59 4/28/98 400 42.09 4/28/98 500 42.09 4/28/98 200 42.09 4/29/98 2,875 42.09 4/29/98 500 41.34 4/30/98 400 41.34 4/30/98 100 41.34 Page 3 of 8 Date Number of Shares Price per Common Share ---- ---------------- ---------------------- 4/30/98 100 41.34 4/30/98 100 41.34 5/04/98 100 41.34 5/04/98 195 41.34 5/04/98 1,000 41.34 5/05/98 1,000 41.34 5/05/98 1,000 41.34 5/06/98 505 41.34 5/07/98 1,000 40.96 5/11/98 3,200 40.84 5/12/98 400 40.84 5/12/98 400 40.84 5/14/98 100 40.09 5/14/98 100 40.59 5/19/98 300 40.59 5/21/98 1,000 40.59 5/21/98 250 40.59 5/22/98 200 40.59 5/27/98 100 40.59 5/27/98 200 40.59 5/27/98 500 40.59 5/28/98 350 40.59 5/28/98 1,000 40.59 5/28/98 450 40.59 5/28/98 300 40.59 5/29/98 250 40.59 6/01/98 100 40.59 6/01/98 800 40.59 6/02/98 200 39.34 6/02/98 250 40.59 6/02/98 150 40.59 6/03/98 300 40.59 6/03/98 200 40.59 6/03/98 200 39.09 6/03/98 300 40.09 6/04/98 175 40.59 6/04/98 300 40.59 6/05/98 500 40.59 6/05/98 800 40.59 6/05/98 1,000 40.59 6/08/98 1,625 40.59 6/09/98 1,000 39.09 6/09/98 120 39.09 6/09/98 800 39.09 6/11/98 1,000 40.84 6/11/98 1,300 40.84 6/12/98 100 41.34 6/12/98 200 41.34 6/12/98 625 41.34 6/12/98 1,155 41.34 6/12/98 1,000 40.84 Page 4 of 8 Date Number of Shares Price per Common Share ---- ---------------- ---------------------- 6/12/98 1,900 40.84 6/17/98 500 40.59 6/17/98 5,500 40.59 6/17/98 190,000 40.12 6/25/98 300 40.96 7/01/98 187 40.875 7/02/98 160 40.875 TOTAL 504,694* * This number is derived based on the Issuer's July 15, 1998 distribution of 3,452,977 shares of Common Stock, $0.05 par value, in connection with a 2 for 1 stock split to record holders as of June 30, 1998. The Total Number of Shares prior to the stock split was 252,347. - ---------- All of the funds used to purchase the above-mentioned 504,694 Common Shares acquired by Atocha and Mr. Cirrito came from both Atocha's working capital and Mr. Cirrito's personal funds. ITEM 4. PURPOSE OF TRANSACTION. On July 23, 1998, Atocha and Mr. Cirrito jointly filed a Schedule 13G for the purchase of Common Shares under Item 3. As stated in the Schedule 13G, Atocha and Mr. Cirrito acquired the above-mentioned Common Shares for investment purposes. Mr. Cirrito, on behalf of both Atocha and himself, may determine to purchase additional securities of the Issuer or to sell some or all of any of the Common Shares that either he or Atocha owns at any time in private or market transactions depending on market conditions, an evaluation of the Issuer's business, prospects and financial condition,the market for the Common Shares, other opportunities available to both Atocha and himself, general economic conditions, money and stock market conditions, and other further developments. Atocha and Mr. Cirrito are jointly filing this Schedule 13D as a result of the recent solicitation of proxies, dated November 16, 1998, by Revision LLC ("Revision") and Walt Anderson ("Anderson") to be used at the Annual Meeting of Shareholders of the Issuer, presently scheduled to be held on Thursday, December 10, 1998 at 10:00 a.m. Revision and Anderson are soliciting proxies in opposition to the incumbent Board of Directors of the Issuer and in support of the election of their nominees to the Board (the "Revision Nominees"). Mr. Cirrito has been named as one of the Revision Nominees. Except as described herein, neither Atocha nor Mr. Cirrito, acting on behalf of either himself or Atocha, has any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; Page 5 of 8 (c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) Any change in the Issuer's present board of directors or management, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer's board of directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. Atocha and Mr. Cirrito, acting on behalf of either himself or Atocha, may at any time and from time to time review or reconsider their positions and formulate plans or proposals with respect to the Issuer and its securities, but have no current intention of doing so. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Atocha and Mr. Cirrito beneficially own 504,694 Common Shares, representing approximately 6.5% of the outstanding Common Shares, based on the outstanding shares as of November 11, 1998, pursuant to the preliminary Proxy Statement filed by Revision and Anderson with the U.S. Securities and Exchange Commission on November 16,1998. By virtue of the power-of-attorney, dated November 20, 1998, executed by Atocha and appointing thereunder Mr. Cirrito as Atocha's attorney-in-fact (the "Power-of-Attorney"), Mr. Cirrito has the authority and power in the name of and on behalf of Atocha to, among other things, buy, sell and trade the Common Shares, and therefore may also be deemed the beneficial owner of such 484,694 Common Shares. A copy of the Power-of-Attorney is filed as Exhibit 7.2 to this Schedule. (b) Atocha has the shared power to vote and dispose of 484,694 Common Shares. Under the Power-of-Attorney, Mr. Cirrito has the power, in the name of and on behalf of Atocha, to vote and dispose of the 484,694 Common Shares beneficially owned by Atocha. Page 6 of 8 Mr. Cirrito has the sole power to vote and dispose of the 20,000 Common Shares he personally owns. (c) Not applicable. (d) No other person is known by Atocha nor by Mr. Cirrito 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 Atocha or Mr. Cirrito. (e) Not applicable. ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Mr. Cirrito, as a Revision Nominee, has executed a written consent agreeing to be a Revision Nominee for election as a Director of the Issuer and to serve as a Director if so elected. Mr. Cirrito has further advised Revision and Anderson that he intends to vote the shares beneficially owned by both Atocha and himself for the election of the Revision Nominees. Except as described herein, and except for the Joint Filing Agreement attached to this Statement as Exhibit 7.1 and the Power-of-Attorney attached to this Statement as Exhibit 7.2, neither Atocha nor Mr. Cirrito 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 Atocha or Mr. Cirrito, 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 Statement. Exhibit 7.2 Power-of-Attorney Page 7 of 8 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: November 20,1998 Atocha, L.P., a Texas limited partnership By: /s/ Thomas J. Cirrito ---------------------------- Thomas J. Cirrito, General Partner for Atocha, L.P. /s/ Thomas J. Cirrito -------------------------------- Thomas J. Cirrito Page 8 of 8 EX-7.1 2 JOINT FILING AGREEMENT Exhibit 7.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us. Date: November 20, 1998 Atocha, L.P., a Texas limited partnership By: /s/ Thomas J. cirrito ------------------------------ Thomas J. Cirrito, General Partner /s/ Thomas J. Cirrito ---------------------------------- Thomas J. Cirrito EX-7.2 3 POWER OF ATTORNEY FROM ATOCHA, L.P. Exhibit 7.2 Power-of-Attorney The undersigned, ATOCHA, L.P., a Texas limited partnership (hereinafter "Atocha"), having its principal business address at 6429 Georgetown Pike, McLean, Virginia 22101, DOES HEREBY APPOINTS THOMAS J. CIRRITO as the Attorney-in-Fact of Atocha, to be the true and lawful Attorney-in-Fact of Atocha, conferring upon him, authority and power to buy, sell and trade public and private shares, futures, bonds, Mutual funds and/or any other financial instruments on behalf of Atocha; to set up Stock of Future accounts in the name of Atocha and to manage trades or assign others to manage trades in these accounts; to use Atocha's funds to set up other corporations, partnerships, trusts or individuals; to arrange for loans to Atocha and to use Atocha's property as collateral for said loan; to set up and to close or terminate, bank accounts of any type, in any currency, anywhere in the world, in Atocha's name and to act as the trustee and manager of those accounts; to sign any agreements on behalf of Atocha and to bind Atocha to any agreement relating to any transaction allowed under this Power-of-Attorney. The Attorney-in-Fact has the authority to sign any resolutions needed to open the accounts authorized under this Power-of-Attorney and to act for Atocha in all matters relating to the opening, management, funds transfers and closing of said accounts. IN WITNESS WHEREOF, this Power-of-Attorney is granted on this 20th day of November, 1998. ATOCHA, L.P. By: /s/ Thomas J. Cirrito ------------------------------- Thomas J. Cirrito General Partner, Atocha, L.P. -----END PRIVACY-ENHANCED MESSAGE-----