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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
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Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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(Name of Registrant as Specified In Its Charter)
TOTAL-TEL USA COMMUNICATIONS, INC.
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(Name of Person(s) Filing Proxy Statement)
REVISION LLC
WALT ANDERSON
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)
(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0- ll(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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WALT ANDERSON
COMMITTEE FOR REVISION OF TOTAL-TEL
1023 31st STREET, N.W., 4th Floor
WASHINGTON, DC 20007
Dear Fellow Shareholders:
The Annual Meeting of Total-Tel is Thursday, December 10, 1998, only a few days
away. We urge you to take immediate action to vote the Blue proxy to support
the Committee's effort to bring change to the Company.
ACCENTUATE THE POSITIVE: Support our slate of experienced nominees with records
of success in the telecommunications industry. Support our efforts to bring a
new direction and a new business plan to Total-Tel.
ELIMINATE THE NEGATIVE: Help remove the incumbent board which we hold
responsible for poor financial performance relative to the Company peers,
overcompensation of management, excessive related party transactions, bad
business judgment in hiring new personnel and failure to pursue opportunities
to maximize shareholder value.
We are committed to building shareholder value rather than wasting corporate
assets. We believe all shareholders - including the Feldmans - will see the
value of their shareholdings enhanced if we are afforded the opportunity to
implement our business plan.
OUR NOMINEES HAVE EXPERIENCE IN THE TELECOMMUNICATIONS INDUSTRY: Collectively,
they have more than 45 years of industry experience and have overseen the
growth of companies such as MCI, Mid Atlantic Telecom, Atlantic Telecom, Telco
Communications Group, Inc., U.S. Sprint, Esprit Telecom and Long Distance
Wholesale Club.
Please sign and return your Blue Proxy Card today. If you are concerned that
your vote will not be received in time for the December 10 Annual Meeting,
please contact our proxy solicitor, Beacon Hill Partners at 800-755-5001 or
212-843-8500 (collect) for immediate assistance.
Thank you for your consideration.
Sincerely,
Walt Anderson,
on behalf of The Committee For Revision
of Total-Tel
