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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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 Swidler Berlin Shereff Friedman, LLP
919 Third Avenue
New York, New York 10022
Attn: Richard A. Goldberg (212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 11, 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
statement because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-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).
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SCHEDULE 13D
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CUSIP No. 89151T 10-6 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walt Anderson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,857,634 (includes shares pursuant to an agreement to purchase
BENEFICIALLY 138,000 shares of Common Shares)
OWNED BY
EACH ----------------------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON 0
WITH
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9 SOLE DISPOSITIVE POWER
1,857,634 (includes shares pursuant to an agreement to
purchase 138,000 shares of Common Shares)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,857,634 (includes shares pursuant to an agreement
to purchase 138,000 shares of Common Shares)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 89151T 10-6 Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Revision LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,857,434 (includes shares pursuant to an agreement to purchase
BENEFICIALLY 138,000 shares of Common Shares)
OWNED BY
EACH ----------------------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON 0
WITH
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9 SOLE DISPOSITIVE POWER
1,857,434 (includes shares pursuant to an agreement to
purchase 138,000 shares of Common Shares)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,857,434 (includes shares pursuant to an agreement
to purchase 138,000 shares of Common Shares)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
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14 TYPE OF REPORTING PERSON*
OO
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AMENDMENT NO. 10 TO SCHEDULE 13D
This Amendment No. 10 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"), supplements
Items 4 and 7 and amends and restates paragraphs (a) and (b) of Item 5 of the
Schedule 13D previously filed with the Securities and Exchange Commission (the
"SEC") by Gold & Appel, 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") and Amendment No. 9 thereto
filed with the SEC on August 19, 1998 ("Amendment No. 9"). 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 and Amendment No. 9.
ITEM 4. PURPOSE OF THE TRANSACTION.
The response set forth in Item 4 of the Schedule 13D is hereby
supplemented as follows:
On September 11, 1998, Revision sent a letter (the "Letter") to the
Board of Directors of the Issuer (the "Board") alleging, among other things,
that the adoption of an unfunded employee stock ownership plan (the "ESOP") by
the Board and the related issuance of 600,000 Common Shares (the "Issuance") to
an ESOP trust violates the outstanding preliminary injunction issued against
the Issuer by the Superior Court of New Jersey (the "Court") on June 2, 1998
(the "Injunction"). Revision states in the Letter that it believes that the
purpose of the adoption of the ESOP and the Issuance was to entrench the Board.
Revision also alleges that two additional directors were recently appointed by
the Board for the sole purpose of making it more difficult for Revision to
pursue a proxy contest and that such action constitutes a breach of the Board's
fiduciary duty and violates the by-laws of the Issuer. A copy of the Letter is
attached hereto as Exhibit 7.1.
Revision and Gold & Appel have filed a motion in the pending New
Jersey action seeking to hold Total-Tel and Warren Feldman in contempt for
violating the Injunction against the acquisition of additional Common Shares
through the adoption of the ESOP and the Issuance. The ESOP's shares will be
voted by a trustee under the direction of the Board of Directors which Revision
and Gold & Appel have alleged is under the Feldmans' control. In a hearing
before the Court on April 30, 1998, Total-Tel's counsel expressly represented
that no ESOP would be adopted as long as the Injunction was in effect. The
Issuer has filed its own motion seeking to hold Anderson and Revision in
contempt of the Injunction for the alleged acquisition by Anderson of
additional
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Common Shares. Revision and Anderson have filed a response denying violation of
the Injunction. A hearing on the Issuer's request is scheduled for September
28, 1998 and a hearing on Revision's motion is scheduled for October 10, 1998.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The responses set forth in (a) and (b) of Item 5 of the Schedule 13D
are hereby amended and restated in their entirety as follows:
(a) The Reporting Persons, collectively, beneficially own 1,857,634
Common Shares (of which 138,000 Common Shares have not yet been acquired but
may be acquired on October 1, 1998 but not later than October 5, 1998 pursuant
to the Agreement and are subject to the Proxy) or 24.2% of the outstanding
Common Shares. Mr. Anderson directly owns 100 Common Shares or less than 0.01%
of the outstanding Common Shares. Revision directly owns 1,857,434 (of which
138,000 Common Shares have not yet been acquired but may be acquired on October
1, 1998 but not later than October 5, 1998 pursuant to the Agreement and are
subject to the Proxy) or 24.2% of the outstanding Common Shares.
In addition, Mr. Anderson is the President and a Director of the
Foundation for International Non-Governmental Development of Space, a
non-profit organization ("FINDS") which owns 94,930 Common Shares1. Mr.
Anderson does control FINDS and thus disclaims beneficial ownership of the
FINDS Shares.
(b) The sole power to vote or direct the voting of and the power to
dispose or direct the disposition of the Anderson Shares 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
1,857,434 Common Shares (which includes 138,000 Common Shares which may be
acquired under the Agreement and may be voted by Revision pursuant to the
Proxy) and the power, in the name and on behalf of Revision, to dispose of the
1,719,434 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 1,857,634 or 24.2% 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 7,673,154
outstanding Common Shares of the Issuer as of September 11, 1998, as reported
in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended
July 31,
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1 The number of the Common Shares owned by FINDS was
incorrectly reported on Amendments 7 through 9 of the
Schedule 13D. The correct number of Common Shares owned by
FINDS as reflected on such amendments should have been 94,930
(which gives effect to the stock split of the Common Shares
which was effected in July 1998). There have been no
purchases of additional Common Shares by FINDS since
Amendment No. 6.
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1998. Revision believes that 600,000 of such shares were improperly issued to
the ESOP in violation of an outstanding injunction and is challenging the
Issuance in a New Jersey court. See Item 4.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.1 Letter from Revision to the Board of Directors of the Issuer
dated September 11, 1998.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: September 17, 1998
REVISION LLC
By: /s/ Walt Anderson
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Walt Anderson, Manager
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EXHIBIT INDEX
Exhibit Description
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Exhibit 7.1 Letter from counsel to Revision to the Board of Directors
of the Issuer, dated September 11, 1998.
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Revision LLC
3050 K Street, NW, Suite 250
Washington, DC 20007
September 11, 1998
BY TELECOPIER
The Board of Directors
Total-Tel USA Communications, Inc.
150 Clove Road
Little Falls, New Jersey 07424
Dear Sirs:
As you know, Revision LLC, the largest shareholder of Total-Tel USA
Communications, Inc. ("Total-Tel"), has filed a Schedule 13D indication that it
is taking preliminary steps to elect its own representatives to Total-Tel's
Board of Directors. As you also know, Total-Tel's prior attempts to adopt a
poison pill and to amend its by-laws in order to thwart any potential proxy
contest have been enjoined by a New Jersey court.
Notwithstanding this injunction, the Board continues to take steps to entrench
itself. We have recently learned that the Board adopted an unfunded employee
stock ownership plan ("ESOP") effective September 1, 1998 and issued 600,000
shares to the ESOP which are to be voted by the Board of Directors. We have
also learned that the Board appointed two new directors, one of whom is Warren
Feldman's childhood friend.
The timing of these actions makes it clear that there was no legitimate
corporate purpose for these actions. Rather, the shares were issued to the ESOP
for the sole purpose of placing the voting rights of a large block of the
corporation's stock in the hands of directors who will vote the shares to
entrench themselves at the annual meeting. Likewise, the two additional
directors were appointed to make it more difficult for Revision LLC to pursue a
proxy contest. Surely there was no immediate need to add two additional
directors to the Board in August when the annual meeting is imminent.
The issuance of shares to the ESOP violates both the letter and spirit of the
outstanding Court injunction. In fact, Total-Tel's counsel represented on the
record to the Court that no ESOP would be adopted while the injunction is in
effect. Revision LLC will seek an order to hold Total-Tel in contempt of the
Court's order for this action.
The appointment of the two additional directors is not only a violation of the
Board's fiduciary duties, but is also not permitted by the Company's by-laws
which permit the election of directors by the Board only to fill vacancies.
Otherwise, the shareholders are vested with the exclusive authority under the
by-laws to elect directors.
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The Board of Directors
September 11, 1998
Page 2
Revision LLC intends to hold each member of the Board of Directors responsible
for these actions and any future actions which are taken solely to entrench the
Board and management at the expense of the shareholders.
Very truly yours,
Revision LLC
By: Walt Anderson
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