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).
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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<PAGE>
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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 <PAGE>
<PAGE>
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<PAGE>
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(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<PAGE>
<PAGE>
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<PAGE>
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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
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
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.
