<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
IDT Corporation
--------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------
(Title of Class of Securities)
448947-10-1
--------------------------------------------------------
(CUSIP Number)
Joyce J. Mason, Esq.
190 Main Street
Hackensack, New Jersey 07601
(201) 928-1000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 6, 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 3d-1 (e), 13d-1(f) or 13d-1 (g),
check the following box / /.
Page 1 of 18 Pages
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CUSIP No. 448947-10-1 13D Page 2 of 18 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Howard S. Jonas
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With 8,068,548
--------------------------------------------------
(8) Shared Voting
Power
5,268,740
--------------------------------------------------
(9) Sole Dispositive
Power
4,962,169
--------------------------------------------------
(10) Shared Dispositive
Power
5,268,740
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,337,288
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
40.7%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 448947-10-1 13D Page 3 of 18 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
The Jonas Family Limited Partnership
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
New Jersey
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With
--------------------------------------------------
(8) Shared Voting
Power
14,242
--------------------------------------------------
(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power
14,242
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
14,242
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
Less than 0.1%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 448947-10-1 13D Page 4 of 18 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Howard S. Jonas 1996 Annuity Trust
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
New York
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With
--------------------------------------------------
(8) Shared Voting
Power
3,695,270
--------------------------------------------------
(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power
3,695,270
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,695,270
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
11.3%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 448947-10-1 13D Page 5 of 18 Pages
----------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Howard S. Jonas 1998 Annuity Trust
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to / /
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
New York
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting
Person With
--------------------------------------------------
(8) Shared Voting
Power
1,559,228
--------------------------------------------------
(9) Sole Dispositive
Power
--------------------------------------------------
(10) Shared Dispositive
Power
1,559,228
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,559,228
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.8%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $0.01 per share
("Common Stock"), of IDT Corporation ("IDT"). The principal executive offices
of IDT are located at 190 Main Street, Hackensack, New Jersey 07601.
Item 2. Identity and Background
(a) This statement is filed by Howard S. Jonas, The Jonas Family Limited
Partnership, the Howard S. Jonas 1996 Annuity Trust and the Howard S. Jonas
1998 Annuity Trust (collectively, the "Reporting Persons").
(b) The business address of each of the Reporting Persons is 190 Main
Street, Hackensack, New Jersey 07601.
(c) The present principal occupation of Mr. Jonas is Chief Executive
Officer of IDT, located at 190 Main Street, Hackensack, New Jersey 07601. The
business of each of the other Reporting Persons is to hold certain assets for
the benefit of Mr. Jonas and members of his family.
(d) During the last five years, none of the Reporting Persons or none of
the general partners or trustees of any of them has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or none of
the general partners or trustees of any of them was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Jonas is a citizen of the United States of America. The Jonas
Family Limited Partnership was organized under the laws of the State of New
Jersey. Each of the Howard S. Jonas 1996 Annuity Trust and the Howard S.
Jonas 1998 Annuity Trust was organized under the laws of the State of New
York.
Item 3. Source and Amount of Funds or Other Consideration
On April 7, 1998, IDT entered into an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which the parties thereto have agreed that a
wholly owned subsidiary of IDT will be merged with and into InterExchange,
Inc., a Delaware corporation ("IX"), and IX will become a wholly owned
subsidiary of IDT. The Merger Agreement is included as Exhibit 2 hereto and
incorporated herein by reference.
Pursuant to the Merger Agreement, all of the outstanding shares of the
common stock of IX were exchanged for an aggregate of 3,242,323 newly issued
shares
6
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(the "IDT Shares") of the Common Stock and $20 million in cash, which
was funded out of IDT's working capital.
Pursuant to the Merger Agreement, 3,106,379 of the IDT Shares (the "Proxy
Shares") are subject to absolute restrictions on transferability (the
"Lock-Ups"). On October 7, 1998 and on each October 7 thereafter through and
including October 7, 2002, the Lock-Ups will expire with respect to 20% of
the Proxy Shares originally issued. Pursuant to the Merger Agreement, Mr.
Jonas was given proxies to vote the Proxy Shares (the "Proxies") until such
time as the Lock-Ups expire with respect to such shares. The Proxies are
included as Exhibit 3 hereto and incorporated herein by reference.
Item 4. Purpose of Transaction
Pursuant to the Merger Agreement and proxies signed by certain stockholders,
Mr. Jonas beneficially owns 3,106,379 shares of the IDT Shares for the purpose
of exercising voting rights on such shares during the time they remain subject
to the Lock-Ups.
Except as described above, Mr. Jonas does not presently have any plan or
proposal that relates to or would result in:
(a) the acquisition by any person of additional securities of IDT, or the
disposition of securities of IDT;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving IDT or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of IDT or any of
its subsidiaries;
(d) any change in the present Board of Directors or management of IDT;
(e) any material change in the present capitalization or dividend policy
of IDT;
(f) any other material change in IDT's business or corporate structure;
(g) changes in IDT's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of IDT
by any person;
(h) causing a class of securities of IDT 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 IDT becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated in (a)-(i) above.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Mr. Jonas beneficially owns 13,337,288 shares
of Common Stock, consisting of (i) the Proxy Shares and (ii) 10,230,909
shares of Class A Stock, par value $0.01 per share, convertible into shares
of Common Stock on a one-for-
7
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one basis, consisting of (a) 4,962,169 shares held by Mr. Jonas directly, (b)
14,242 shares held and also beneficially owned by The Jonas Family Limited
Partnership, (c) 3,695,270 shares held and also beneficially owned by the
Howard S. Jonas 1996 Annuity Trust and (d) 1,559,228 shares held and also
beneficially owned by the Howard S. Jonas 1998 Annuity Trust. Mr. Jonas is
the General Partner of The Jonas Family Limited Partnership and the Trustee
of each of the Howard S. Jonas 1996 Annuity Trust and the Howard S. Jonas
1998 Annuity Trust.
(b) As of the date hereof, Mr. Jonas has the sole power to vote the Proxy
Shares until such time as the Proxies expire, as described in Item 3, above.
Mr. Jonas does not have power to dispose or to direct the disposition of the
Proxy Shares.
Mr. Jonas has the sole power to cast or to direct the casting of three
votes per share on 4,962,169 shares of Class A Stock he directly owns and has
the sole power to dispose or to direct the disposition of such shares. Mr.
Jonas has the shared power to cast or to direct the casting of three votes
per share on 5,268,740 shares of Class A Stock he beneficially owns through
The Jonas Family Limited Partnership, the Howard S. Jonas 1996 Annuity Trust
and the Howard S. Jonas 1998 Annuity Trust, and has the shared power to
dispose or to direct the disposition of such shares.
Each of The Jonas Family Limited Partnership, the Howard S. Jonas 1996
Annuity Trust and the Howard S. Jonas 1998 Annuity Trust shares with Mr.
Jonas the power to cast or to direct the casting of three votes per share on
the respective number of shares each of them beneficially owns and shares the
power to dispose or to direct the diposition of such shares.
(c) Except as described in Item 3 above, no transactions in the Common
Stock were effected by any of the Reporting Persons during the 60 days prior
to the date of this Schedule 13D.
(d) Pursuant to the Merger Agreement, each holder of the Proxy Shares,
has the right to receive or to direct the receipt of dividends from such
shares. Mr. David Turock, a holder of Proxy Shares, is the beneficial owner
of more than 5% of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the Merger Agreement, stockholders of the Proxy Shares have
granted Mr. Jonas the Proxies, and have agreed to be subject to the Lock-ups
as described in Item 3 above.
8
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Item 7. Material to Be Filed as Exhibits.
1. Joint Filing Agreement dated May 15, 1998 among Howard S. Jonas, The
Jonas Family Limited Partnership, Howard S. Jonas 1996 Annuity Trust and
Howard S. Jonas 1998 Annuity Trust.
2. Agreement and Plan of Merger, dated April 7, 1998 (incorporated by
reference from Exhibit 2.1 to IDT's Current Event Report on Form 8-K, as
filed with the Securities and Exchange Commission on April 22, 1998).
3. Proxies of Eric Hecht, Richard Robbins, David Turock, Mary Jo Altom,
Lisa Mikulynec, Wai Nam Tam and Bradley Turock, dated April 7, 1998.
9
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SIGNATURE
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: May 15, 1998
/s/ Howard S. Jonas
-----------------------------------
Howard S. Jonas
The Jonas Family Limited Partnership
By: /s/ Howard S. Jonas
-----------------------------------
Name: Howard S. Jonas
Title: General Partner
Howard S. Jonas 1996 Annuity Trust
By: /s/ Howard S. Jonas
-----------------------------------
Name: Howard S. Jonas
Title: Trustee
Howard S. Jonas 1998 Annuity Trust
By: /s/ Howard S. Jonas
-----------------------------------
Name: Howard S. Jonas
Title: Trustee
10
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Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of IDT Corporation and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. In evidence
thereof, the undersigned, being duly authorized, hereby execute this Agreement
this 15th day of May, 1998.
/s/ Howard S. Jonas
--------------------------------------
Howard S. Jonas
The Jonas Family Limited Partnership
By:/s/ Howard S. Jonas
--------------------------------------
Name: Howard S. Jonas
Title: General Partner
Howard S. Jonas 1996 Annuity Trust
By:/s/ Howard S. Jonas
--------------------------------------
Name: Howard S. Jonas
Title: Trustee
Howard S. Jonas 1998 Annuity Trust
By:/s/ Howard S. Jonas
--------------------------------------
Name: Howard S. Jonas
Title: Trustee
11
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IDT CORPORATION
Irrevocable Proxy
The undersigned agrees to, and hereby grants to Howard Jonas an
irrevocable proxy pursuant to the provisions of Section 212 of the Delaware
General Corporation Law to vote, or to execute and deliver written consents
or otherwise act with respect to, all shares of capital stock (the "Stock")
of IDT CORPORATION (the "Corporation") issued to the undersigned pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April
7, 1998, by and among the Corporation, and each of InterExchange, Inc.
("IX"), a Delaware corporation, ADM Corp., a Delaware corporation and a
wholly owned subsidiary of the Corporation, and David Turock, Eric Hecht,
Richard Robbins (collectively, "Sellers"), Bradley Turock, Wai Nam Tam, Mary
Jo Altom and Lisa Mikulynec (collectively, "Technology Sellers") as fully, to
the same extent and with the same effect as the undersigned might or could do
under any applicable laws or regulations governing the rights and powers of
shareholders of a Delaware corporation, including but not limited to the
election of directors of the Corporation. The undersigned hereby affirms that
this proxy is given as a consideration of the Merger Agreement and as such
is coupled with an interest and is irrevocable. It is further understood by
the undersigned that this proxy may be exercised by Howard Jonas for the
period beginning the Effective time as defined in the Merger Agreement and
ending on the date immediately preceding such date as constitutes the end of
the respective lock-up period for such securities, as set forth in
Subsections (i)-(v) of Section 5.12(a) and Section 5.12(c) and 5.12(d) of the
Merger Agreement.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 7th day of April, 1998.
/s/ Eric Hecht
----------------------------
Eric Hecht
12
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IDT CORPORATION
Irrevocable Proxy
The undersigned agrees to, and hereby grants to Howard Jonas an
irrevocable proxy pursuant to the provisions of Section 212 of the Delaware
General Corporation Law to vote, or to execute and deliver written consents
or otherwise act with respect to, all shares of capital stock (the "Stock")
of IDT CORPORATION (the "Corporation") issued to the undersigned pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April
7, 1998, by and among the Corporation, and each of InterExchange, Inc.
("IX"), a Delaware corporation, ADM Corp., a Delaware corporation and a
wholly owned subsidiary of the Corporation, and David Turock, Eric Hecht,
Richard Robbins (collectively, "Sellers"), Bradley Turock, Wai Nam Tam, Mary
Jo Altom and Lisa Mikulynec (collectively, "Technology Sellers") as fully,
to the same extent and with the same effect as the undersigned might or could
do under any applicable laws or regulations governing the rights and powers
of shareholders of a Delaware corporation, including but not limited to the
election of directors of the Corporation. The undersigned hereby affirms that
this proxy is given as a consideration of the Merger Agreement and as such
is coupled with an interest and is irrevocable. It is further understood by
the undersigned that this proxy may be exercised by Howard Jonas for the
period beginning the Effective time as defined in the Merger Agreement and
ending on the date immediately preceding such date as constitutes the end of
the respective lock-up period for such securities, as set forth in
Subsections (i)-(v) of Section 5.12(a) and Section 5.12(c) and 5.12(d) of the
Merger Agreement.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 7th day of April, 1998.
/s/ Richard Robbins
----------------------------
Richard Robbins
13
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IDT CORPORATION
Irrevocable Proxy
The undersigned agrees to, and hereby grants to Howard Jonas an irrevocable
proxy pursuant to the provisions of Section 212 of the Delaware General
Corporation Law to vote, or to execute and deliver written consents or otherwise
act with respect to, all shares of capital stock (the "Stock") of IDT
CORPORATION (the "Corporation") issued to the undersigned pursuant to the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 7,
1998, by and among the Corporation, and each of InterExchange, Inc. ("IX"), a
Delaware corporation, ADM Corp., a Delaware corporation and a wholly owned
subsidiary of the Corporation, and David Turock, Eric Hecht, Richard Robbins
(collectively, "Sellers"), Bradley Turock, Wai Nam Tam, Mary Jo Altom and Lisa
Mikulynec (collectively, "Technology Sellers") as fully, to the same extent and
with the same effect as the undersigned might or could do under any applicable
laws or regulations governing the rights and powers of shareholders of a
Delaware corporation, including but not limited to the election of directors of
the Corporation. The undersigned hereby affirms that this proxy is given as a
consideration of the Merger Agreement and as such is coupled with an interest
and is irrevocable. It is further understood by the undersigned that this proxy
may be exercised by Howard Jonas for the period beginning the Effective Time as
defined in the Merger Agreement and ending on the date immediately preceding
such date as constitutes the end of the respective lock-up period for such
securities, as set forth in Subsections (i)-(v) of Section 5.12(a) and Section
5.12(c) and 5.12(d) of the Merger Agreement.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 7th day of April, 1998.
/s/ David Turock
----------------------------
David Turock
14
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IDT CORPORATION
Irrevocable Proxy
The undersigned agrees to, and hereby grants to Howard Jonas an
irrevocable proxy pursuant to the provisions of Section 212 of the Delaware
General Corporation Law to vote, or to execute and deliver written consents
or otherwise act with respect to, all shares of capital stock (the "Stock")
of IDT CORPORATION (the "Corporation") issued to the undersigned pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April
7, 1998, by and among the Corporation, and each of InterExchange, Inc.
("IX"), a Delaware corporation, ADM Corp., a Delaware corporation and a
wholly owned subsidiary of the Corporation, and David Turock, Eric Hecht,
Richard Robbins (collectively, "Sellers"), Bradley Turock, Wai Nam Tam, Mary
Jo Altom and Lisa Mikulynec (collectively, "Technology Sellers") as fully,
to the same extent and with the same effect as the undersigned might or could
do under any applicable laws or regulations governing the rights and powers
of shareholders of a Delaware corporation, including but not limited to the
election of directors of the Corporation. The undersigned hereby affirms that
this proxy is given as a consideration of the Merger Agreement and as such is
coupled with an interest and is irrevocable. It is further understood by the
undersigned that this proxy may be exercised by Howard Jonas for the period
beginning the Effective time as defined in the Merger Agreement and ending on
the date immediately preceding such date as constitutes the end of the
respective lock-up period for such securities, as set forth in Subsections
(i)-(v) of Section 5.12(a) and Section 5.12(c) and 5.12(d) of the Merger
Agreement.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 7th day of April, 1998.
/s/ Mary Jo Altom
----------------------------
Mary Jo Altom
15
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IDT CORPORATION
Irrevocable Proxy
The undersigned agrees to, and hereby grants to Howard Jonas an
irrevocable proxy pursuant to the provisions of Section 212 of the Delaware
General Corporation Law to vote, or to execute and deliver written consents
or otherwise act with respect to, all shares of capital stock (the "Stock")
of IDT CORPORATION (the "Corporation") issued to the undersigned pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April
7, 1998, by and among the Corporation, and each of InterExchange, Inc.
("IX"), a Delaware corporation, ADM Corp., a Delaware corporation and a
wholly owned subsidiary of the Corporation, and David Turock, Eric Hecht,
Richard Robbins (collectively, "Sellers"), Bradley Turock, Wai Nam Tam, Mary
Jo Altom and Lisa Mikulynec (collectively, "Technology Sellers") as fully,
to the same extent and with the same effect as the undersigned might or could
do under any applicable laws or regulations governing the rights and powers
of shareholders of a Delaware corporation, including but not limited to the
election of directors of the Corporation. The undersigned hereby affirms that
this proxy is given as a consideration of the Merger Agreement and as such
is coupled with an interest and is irrevocable. It is further understood by
the undersigned that this proxy may be exercised by Howard Jonas for the
period beginning the Effective time as defined in the Merger Agreement and
ending on the date immediately preceding such date as constitutes the end of
the respective lock-up period for such securities, as set forth in
Subsections (i)-(v) of Section 5.12(a) and Section 5.12(c) and 5.12(d) of the
Merger Agreement.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 7th day of April, 1998.
/s/ Lisa Mikulynec
----------------------------
Lisa Mikulynec
16
<PAGE>
IDT CORPORATION
Irrevocable Proxy
The undersigned agrees to, and hereby grants to Howard Jonas an
irrevocable proxy pursuant to the provisions of Section 212 of the Delaware
General Corporation Law to vote, or to execute and deliver written consents
or otherwise act with respect to, all shares of capital stock (the "Stock")
of IDT CORPORATION (the "Corporation") issued to the undersigned pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April
7, 1998, by and among the Corporation, and each of InterExchange, Inc.
("IX"), a Delaware corporation, ADM Corp., a Delaware corporation and a
wholly owned subsidiary of the Corporation, and David Turock, Eric Hecht,
Richard Robbins (collectively, "Sellers"), Bradley Turock, Wai Nam Tam, Mary
Jo Altom and Lisa Mikulynec (collectively, "Technology Sellers") as fully,
to the same extent and with the same effect as the undersigned might or could
do under any applicable laws or regulations governing the rights and powers
of shareholders of a Delaware corporation, including but not limited to the
election of directors of the Corporation. The undersigned hereby affirms that
this proxy is given as a consideration of the Merger Agreement and as such is
coupled with an interest and is irrevocable. It is further understood by the
undersigned that this proxy may be exercised by Howard Jonas for the period
beginning the Effective time as defined in the Merger Agreement and ending on
the date immediately preceding such date as constitutes the end of the
respective lock-up period for such securities, as set forth in Subsections
(i)-(v) of Section 5.12(a) and Section 5.12(c) and 5.12(d) of the Merger
Agreement.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 7th day of April, 1998.
/s/ Wai Nam Tam
----------------------------
Wai Nam Tam
<PAGE>
IDT CORPORATION
Irrevocable Proxy
The undersigned agrees to, and hereby grants to Howard Jonas an
irrevocable proxy pursuant to the provisions of Section 212 of the Delaware
General Corporation Law to vote, or to execute and deliver written consents
or otherwise act with respect to, all shares of capital stock (the "Stock")
of IDT CORPORATION (the "Corporation") issued to the undersigned pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April
7, 1998, by and among the Corporation, and each of InterExchange, Inc.
("IX"), a Delaware corporation, ADM Corp., a Delaware corporation and a
wholly owned subsidiary of the Corporation, and David Turock, Eric Hecht,
Richard Robbins (collectively, "Sellers"), Bradley Turock, Wai Nam Tam, Mary
Jo Altom and Lisa Mikulynec (collectively, "Technology Sellers") as fully, to
the same extent and with the same effect as the undersigned might or could do
under any applicable laws or regulations governing the rights and powers of
shareholders of a Delaware corporation, including but not limited to the
election of directors of the Corporation. The undersigned hereby affirms that
this proxy is given as a consideration of the Merger Agreement and as such is
coupled with an interest and is irrevocable. It is further understood by the
undersigned that this proxy may be exercised by Howard Jonas for the period
beginning the Effective time as defined in the Merger Agreement and ending on
the date immediately preceding such date as constitutes the end of the
respective lock-up period for such securities, as set forth in Subsections
(i)-(v) of Section 5.12(a) and Section 5.12(c) and 5.12(d) of the Merger
Agreement.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST
ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 7th day of April, 1998.
/s/ Bradley Turock
----------------------------
Bradley Turock
18
