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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. 11)*
Total-Tel USA Communications, Inc.
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(Name of Issuer)
Common Stock, par value $.05 per share
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(Title of Class of Securities)
89151T 10-6
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 26, 1998, September 28, 1998, October 9, 1998 and October 23, 1998
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(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
<TABLE>
<CAPTION>
CUSIP No. 89151T 10-6 Page 2 of 6 Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walt Anderson
- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
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) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,379,740
BENEFICIALLY -----------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,857,634
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10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,857,634
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 89151T 10-6 Page 3 of 6 Pages
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<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Revision LLC
- ----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------------------------------------------------------------
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 1,378,940
BENEFICIALLY -----------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,857,434
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10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,857,434
- ----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
- ----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
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AMENDMENT NO. 11 TO SCHEDULE 13D
This Amendment No. 11 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
Item 3, 4 and 7 and amends and restates paragraph (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"), Amendment No. 9 thereto filed
with the SEC on August 19, 1998 ("Amendment No. 9") and Amendment No. 10
thereto filed with the SEC on September 29, 1998 ("Amendment No. 10"). 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 and Amendment No. 10. Unless otherwise
noted, all data included in this Amendment No. 11 reflects a 2 for 1 stock
split of the Common Shares which was effected on July 15, 1998.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
On September 26, 1998, Revision acquired 138,000 Common Shares
through the exercise of an option (the "Option") granted pursuant to the
Agreement (the "Option Shares"). The source of the funds for such exercise were
a capital contribution to Revision by Gold & Appel. The purchase price for the
Option Shares was $19.75 per share or an aggregate of $2,746,200.
ITEM 4. PURPOSE OF THE TRANSACTION.
The response set forth in Item 4 of the Schedule 13D is hereby
supplemented as follows:
At a hearing on September 28, 1998, the Court found that the purchase
of 477,694 Common Shares by a third party, Thomas Cirrito, violated the
Injunction against the indirect acquisition by Revision of additional Common
Shares. As a remedy for the violation, the Court has enjoined Revision from
voting an equal number of shares owned by Revision as were purchased by Mr.
Cirrito.
At a hearing on October 9, 1998, the Court granted Revision's motion
and ordered that 600,000 Common Shares issued to the ESOP trust be enjoined
from voting pending the outcome of the litigation.
4
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On October 23, 1998, counsel to Revision sent counsel to the Issuer a
letter dated October 23, 1998 (the "Letter") alleging that the Issuer
materially misrepresented certain of the Court's orders in a Current Report on
Form 8-K dated October 9, 1998 (the "8-K") and demanding that the Issuer take
steps to immediately amend the 8-K to accurately reflect the Court's orders.
The 8-K erroneously states that the Court found Anderson and Gold & Appel in
contempt of Court for violating certain of the Court's orders. By Order dated
October 15, 1998, the Court specifically did not find Anderson and Gold & Appel
in contempt of Court but simply held Anderson in violation of the Issuer's
rights. The Letter also alleges that the Issuer's disclosure in its 8-K
regarding the Court's ruling on the Issuer's recently adopted ESOP is
materially misleading. The 8-K states that Court found "that the adoption of
the ESOP was an appropriate business judgment." The Letter states that the
Court enjoined the voting of any undistributed Common Shares under the ESOP in
light of the timing of the ESOP. The Court's order does not state that the
adoption of the ESOP was an appropriate business judgment. A copy of the Letter
is attached hereto as Exhibit 7.1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The responses set forth in (b) of Item 5 of the Schedule 13D are
hereby amended and restated in their entirety as follows:
(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
1,379,940 Common Shares (which excludes 477,694 Common Shares to which Revision
is enjoined from voting) and the power, in the name and on behalf of Revision,
to dispose of the 1,857,434 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, 1998 (600,000 of such shares were issued to the ESOP trust
and have been enjoined from voting pending the outcome of the litigation).
See Item 4.
The number of shares shown to be beneficially owned by Mr. Anderson
and Revision excludes 477,694 shares owned by Thomas Cirrito as to which Mr.
Anderson and Revision disclaim beneficial ownership. See Schedule A hereto for
certain information concerning Mr. Cirrito.
ITEM 7. MATERIALS TO BE FILED AS EXHIBIT.
Exhibit 7.1 Letter from counsel to Revision to counsel to the Issuer
dated October 22, 1998.
5
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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: October 23, 1998
REVISION LLC
By: /s/ Walt Anderson
----------------------------
Walt Anderson, Manager
6
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Schedule A
Thomas J. Cirrito is a natural person and a citizen of the United
States of America ("Mr. Cirrito"). Mr. Cirrito's business address is 6429
Georgetown Pike, McLean, Virginia 22101. Mr. Cirrito's principal occupation is
general partner of Atocha, L.P., a Texas limited partnership ("Atocha").
Atocha, a Texas limited partnership, has its principal business address at 6429
Georgetown Pike, McLean, Virginia 22101. Atocha's principal business is
investment capital management for growth.
The following represents Mr. Cirrito and Atocha's ownership of Common
Shares:
Atocha beneficially owns, as of July 15, 1998, 484,694 Common Shares,
representing approximately 6.3% of the outstanding Common Shares.
Mr. Cirrito beneficially owns, as of July 15, 1998, 504,694 Common
Shares, representing approximately 6.6% of the outstanding Common Shares. Mr.
Cirrito has the sole power to vote and dispose of 20,000 Common Shares owned in
his name and as the general partner of Atocha, 484,694 Common Shares
beneficially owned by Atocha.
Atocha purchased a total of 484,694 Common Shares between April 7,
1998 and July 12, 1998 as set forth below (the information set forth below does
not reflect the stock split of the Issuer which was effected on July 15, 1998):
DATE ACQUIRED NUMBER OF SHARES PRICE PER COMMON SHARE
04/07/98 3,500 35.09
04/23/98 1,000 42.09
04/23/98 1,000 42.09
04/23/98 137 42.09
04/23/98 220 42.09
04/23/98 200 42.09
04/24/98 200 42.09
04/24/98 640 42.09
04/24/98 300 42.09
04/24/98 303 42.09
04/24/98 425 42.09
04/24/98 1,000 42.09
04/27/98 500 42.09
04/27/98 1,000 42.09
04/27/98 100 41.59
04/28/98 400 42.09
04/28/98 500 42.09
04/28/98 200 42.09
7
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DATE ACQUIRED NUMBER OF SHARES PRICE PER COMMON SHARE
04/29/98 2,875 42.09
04/29/98 500 41.34
04/30/98 400 41.34
04/30/98 100 41.34
04/30/98 100 41.34
04/30/98 100 41.34
05/04/98 100 41.34
05/04/98 195 41.34
05/04/98 1,000 41.34
05/05/98 1,000 41.34
05/05/98 1,000 41.34
05/06/98 505 41.34
05/07/98 1,000 40.96
05/11/98 3,200 40.84
05/12/98 400 40.84
05/12/98 400 40.84
05/14/98 100 40.09
05/14/98 100 40.59
05/19/98 300 40.59
05/21/98 1,000 40.59
05/21/98 250 40.59
05/22/98 200 40.59
05/27/98 100 40.59
05/27/98 200 40.59
05/27/98 500 40.59
04/28/98 350 40.59
05/28/98 1,000 40.59
05/28/98 450 40.59
05/28/98 300 40.59
05/29/98 250 40.59
06/01/98 100 40.59
06/01/98 800 40.59
06/02/98 200 39.34
06/02/98 250 40.59
06/02/98 150 40.59
06/03/98 300 40.59
06/03/98 200 40.59
8
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DATE ACQUIRED NUMBER OF SHARES PRICE PER COMMON SHARE
06/03/98 200 39.09
06/03/98 300 40.09
06/04/98 175 40.59
06/04/98 300 40.59
06/05/98 500 40.59
06/05/98 800 50.59
06/05/98 1,000 40.59
06/08/98 1,625 40.59
06/09/98 1,000 39.09
06/09/98 120 39.09
06/09/98 800 39.09
06/11/98 1,000 40.84
06/11/98 1,300 40.84
05/12/98 100 41.34
06/12/98 200 41.34
06/12/98 625 41.34
06/12/98 1,155 41.34
06/12/98 1,000 40.34
06/12/98 1,900 40.84
06/17/98 500 40.59
06/17/98 5,500 40.59
06/17/98 190,000 40.12
06/25/98 300 40.96
07/01/98 187 40.875
07/02/98 160 40.875
Mr. Cirrito purchased a total of 10,000 Common Shares between August
27, 1997 and September 3, 1997 as set forth below (the number of shares set
forth below does not reflect the stock split of the Issuer which was effected
on June 15, 1998):
DATE ACQUIRED NUMBER OF SHARES PRICE PER COMMON SHARE
08/27/97 4,000 $21.71
09/23/97 1,000 22.34
09/03/97 4,000 22.34
The funds used to purchase the above mentioned 242,347 Common Shares
by Atocha and 10,000 Common Shares by Mr. Cirrito derived from profits from
other investments and working capital from Atocha and personal funds of Mr.
Cirrito.
9
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During the past five years, neither Mr. Cirrito nor Atocha has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or been 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.
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Exhibit 7.1
October 23, 1998
BY TELECOPIER
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Bobby R. Burchfield, Esquire
Covington & Burling
1201 Pennsylvania Ave., N.W.
Washington, D.C. 20044
Re: Gold & Appel Transfer, S.A. and Revision LLC
v. Total-Tel Communications, Inc.
--------------------------------------------
Dear Bobby:
On October 15, 1998 Total-Tel USA Communications, Inc. filed
a form 8-K which stated, inter alia, that the Court had found Walter Anderson
and Gold & Appel in contempt of court for violating certain of the Court's
orders. The public filing contains material, misleading and defamatory
information. In fact, by Order dated October 15, the Court specifically found
that Total-Tel's motion was not brought for contempt. The Court deleted every
reference to "contempt" in the order and simply found that Anderson was in
violation of litigants' rights.
Similarly, Total-Tel's public disclosure regarding the
Court's ruling on Total-Tel's recently adopted ESOP is materially misleading.
As you know, the Court enjoined the voting of any undistributed shares under
the ESOP in light of the timing of the adoption of the ESOP. The Court order
makes no mention, and in no way endorses, the adoption of the ESOP as an
appropriate business judgment.
Our client intends to take legal steps to hold Total-Tel
responsible for any damages to his reputation as a result of Total-Tel's
statements. Please take steps to immediately file an amended and accurate 8-K
which reflects the Court's order accurately and completely.
Very truly yours,
Michael J. Lichentstein
cc: Walt Anderson
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