-----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, LAZJCs0HAZZpitIjNciebL6CG8h+40CA7TqBsg+NAh8VYDqy9/HUIG6n1WKssj7S 0olrKydYN6JyNnnUq8fyfw== 0001026777-99-000102.txt : 19991222 0001026777-99-000102.hdr.sgml : 19991222 ACCESSION NUMBER: 0001026777-99-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991221 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: 99778281 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. 16)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) December 11, 1999 (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 5 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 5 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 3,057,634 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 3,057,634 Shares of Common Stock (excludes 1,208,137 Shares subject to Put Agreements to purchase 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) 38.93% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------- SCHEDULE 13D/A - ------------------------ ----------------------- CUSIP No. 89151T 10-6 Page 3 of 5 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 3,057,434 OWNED BY -------------------------------------------------------- EACH 8. SHARED VOTING POWER 0 REPORTING -------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER 3,057,434 WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,057,434 Shares of Common Stock (excludes 1,208,137 Shares subject to Put Agreement to purchase 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) 38.93% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO - ----------------------------------------------------------------------------- This Amendment No. 16 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") and Amendment No. 15 thereto filed with the SEC on September 30, 1999 ("Amendment No. 15"). 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 and Amendment No. 15. 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 have the right, but not the obligation (the "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 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 have any right to require any of the Common Shares subject to the Feldman Put Agreement to be sold. Certain terms of the Put Agreement were modified by Amendment No. 1 dated as of December 11, 1999, a copy of which is filed herewith as Exhibit 7.2. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended as follows: Except for the Power-of-Attorney, the Joint Filing Agreement attached to this Statement as Exhibit 7.1, the Feldman Put Agreement, the Genet Put Agreement (as described in Amendment No. 15 and filed as Exhibit 7.3 thereto) and Amendment No. 1 to the Feldman Put Agreement described in Item 3 above and filed herewith as Exhibit 7.2, 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. 15 to Schedule 13D. Exhibit 7.2 Amendment No. 1 to Put Agreement dated as of September 21, 1999 between Mr. Anderson, Mr. W. Feldman, Mr. S. Feldman and Revision dated December 11, 1999. Page 4 of 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 15 to Schedule 13D is true, complete and correct. Date: December 20, 1999 Gold & Appel Transfer, S.A., a British Virgin Islands corporation By: /s/ Walt Anderson ----------------------------------- Walt Anderson, Attorney-in-Fact for Gold & Appel Transfer, S.A. /s/ Walt Anderson -------------------------------------- Walt Anderson Page 5 of 5 EX-7.1 2 EXHIBIT 7.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 15 to Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us. Date: December 20, 1999 Gold & Appel Transfer, S.A., a British Virgin Islands corporation By: /s/ Walt Anderson ------------------------------------- Walt Anderson, Attorney-in-Fact for Gold & Appel Transfer, S.A. /s/ Walt Anderson --------------------------------------- Walt Anderson EX-7.2 3 AMENDMENT NO. 1 TO FELDMAN PUT AGREEMENT AMENDMENT NO. 1 PUT AGREEMENT AMENDMENT NO. 1 (this "Amendment") to the Put Agreement dated as of September 21, 1999 (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; and WHEREAS, the parties hereto desire to make the amendments to the Put Agreement set forth herein in order to (i) provide for up to four exercises of the Put Option, (ii) allow Revision to transfer its obligation to purchase up to 400,000 shares of the Company's Common Stock to FINDS, and (iii) add FINDS as a party to the Put Agreement. 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 sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Multiple Exercises. Sections 2.1 and 2.2 of the Put Agreement are hereby amended by deleting them in their entirety and restating them in their entirety to read as follows: 2.1 Grant of Put Option. Each of the Put Holders shall have the right (but not the obligation) to sell to Revision, and Revision shall be obligated to purchase from each such Put Holder, up to an aggregate of 1,103,817 shares of Common Stock (the "Securities") at a purchase price of $16 per share. 2.2 Manner of Exercise. To exercise the put option set forth in Section 2.1 (the "Put Option"), Warren Feldman, acting for himself and as agent for Solomon Feldman and, if so designated, one or more of their Designees, shall deliver written notice thereof (each, an "Exercise Notice") to Revision at any time, and from time to time, during the Exercise Period. Each such Exercise Notice shall (a) list each Put Holder who will sell shares of Common Stock, (b) specify the number of shares to be sold by each such Put Holder, (c) provide the account information (name of bank, address of bank, ABA number and bank account number) to which the purchase price payment for such Put Holder should be wired, (d) state the aggregate purchase price for the Securities subject to the Exercise Notice and provide a breakdown of the amounts to be received by each Put Holder, and (e) specify a suggested date and time for the Closing. The Put Option may be exercised at any time during the Exercise Period on up to four (4) separate occasions; provided, however, that the minimum number of shares of Common Stock to be sold to Revision in any single exercise of the Put Option (by one or more Put Holders) shall, in the aggregate, be not less than 100,000 shares. The Put Option shall automatically expire (to the extent then unexercised) without any further action of the parties, and no party shall have any further rights or obligations under this Agreement except as provided in Section 6.3, upon the earlier of (i) the date all of the Securities owned by Warren Feldman, Solomon Feldman and their Designees are acquired by Revision, or (ii) the date of expiration of the Exercise Period. 2. Closing of the Purchases. (a) Section 3.1 of the Put Agreement is hereby amended by deleting it in its entirety and restating it in its entirety to read as follows: 3.1 Closing of the Purchase. The closing of any purchase of Securities pursuant to exercise of the Put Option (each, a "Closing") shall be held at the offices of Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W., Washington, D.C., on the thirtieth business day after delivery of an Exercise Notice, or on such later date as each of the conditions to Closing set forth in Section 3.2 shall have been satisfied or waived by the party entitled to the benefit thereof; provided, however, that if an Exercise Notice is sent at any time in the period beginning on December 11, 1999 and ending on January 6, 2000, the Closing for the purchase and sale transaction specified in such Exercise Notice shall take place on January 14, 2000. 3. 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 restating 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 400,000 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, Revision shall remain obligated 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, each use of the word "Revision" shall be amended to read "Revision and/or FINDS, as applicable". (c) In Section 3.4(a) the first use of the word "Revision" shall be amended to read "Revision or FINDS, as the case may be" and in Section 3.4(a)(ii), the phrase "Walt Anderson and Revision" shall be amended to read "Walt Anderson, Revision and FINDS" and each use of the phrase "Walt Anderson and/or Revision" shall be amended to read "Walt Anderson, Revision and/or FINDS". (d) Section 4.2 of the Put Agreement is hereby amended by adding a new clause (c) which shall read in its entirety as follows: (c) FINDS represents and warrants, as of the date hereof and again on the date of the 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. 4. Conforming Amendments. (a) In Section 1.1(e) the phrase "and set forth in the Exercise Notice" shall be amended to read "and set forth in an Exercise Notice". (b) In the first sentence of Section 3.2, the phrase "following the delivery of the Exercise Notice" shall be amended to read "following the delivery of an Exercise Notice". (c) In the first sentence of Section 3.3, the phrase "At the Closing" shall be amended to read "At a Closing". (d) In the first sentence of Section 3.4(a), the phrase "If, at the time of the Closing, Revision" shall be amended to read "If, at the time of a Closing, Revision". (e) In the first sentence of Section 4.1(a), the phrase "on the date of such Closing" shall be amended to read "on the date of each Closing". (f) In the first sentence of Section 4.1(b), the phrase "on the date of the Closing" shall be amended to read "on the date of the first Closing". (g) In the first sentence of Section 4.1(c), the phrase "on the date of the Closing" shall be amended to read "on the date of the first Closing". (h) In the first sentence of Section 4.2(a), the phrase "on the date of the Closing" shall be amended to read "on the date of each Closing". (i) In the first sentence of Section 4.2(b), the phrase "on the date of the Closing" shall be amended to read "on the date of each Closing". (j) In Section 5.2(c), the phrase "Walt Anderson shall cause Revision" shall be amended to read "Walt Anderson shall cause Revision and FINDS". 5. Counterparts. The first sentence of Section 6.6 of the Put Agreement is hereby amended by deleting it in its entirety and restating it in its entirety to read as follows: This Agreement and any amendments hereto may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument and facsimile signatures shall be acceptable in lieu of originals. 6. No Other Amendments. Except as expressly set forth in 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. 7. 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 11th day of December, 1999. REVISION LLC By: /s/ Walt Anderson ----------------------------- Name: Walt Anderson Title: Manager FOUNDATION FOR INDEPENDENT NONGOVERNMENTAL DEVELOPMENT OF SPACE By: /s/ Walt Anderson --------------------------- Name: Walt Anderson Title: President /s/ Walt Anderson ------------------------------- Walt Anderson /s/ Warren Feldman ------------------------------- Warren Feldman /s/ Solomon Feldman ------------------------------- Solomon Feldman TOTAL-TEL USA COMMUNICATIONS, INC. By: /s/ Dennis Spina ------------------------------ Name: Dennis Spina Title: President & Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----