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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. 9)*
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)
August 14, 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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AMENDMENT NO. 9 TO SCHEDULE 13D
This Amendment No. 9 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 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") and
Amendment No. 8 thereto filed with the SEC on July 29, 1998 ("Amendment No.
8"). 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 and Amendment No. 8.
ITEM 4. PURPOSE OF THE TRANSACTION.
The response set forth in Item 4 of the Schedule 13D is hereby
supplemented as follows:
On August 14, 1998, counsel to Revision, on behalf of Revision, sent a
letter dated August 14, 1998 (the "Letter") to counsel to the Issuer among
other things requesting an audit of the Issuer's books and records by
Revision's accountants. A copy of the Letter is attached hereto as Exhibit 7.1.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.1 Letter from counsel to Revision to counsel to the Issuer dated
August 14, 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: August 18, 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 counsel to the Issuer, dated
August 14, 1998.
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Exhibit 7.1
[SWIDLER BERLIN SHEREFF FRIEDMAN, LLP LETTERHEAD]
August 14, 1998
VIA TELECOPIER
Bobby R. Burchfield, Esquire
Covington & Burling
1201 Pennsylvania Ave, N.W.
Washington, D.C. 20044
Re: Total-Tel USA Communications, Inc.
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Dear Bobby:
On July 27, 1998, on behalf of Revision LLC, Total-Tel's largest
shareholder, I expressed Revision's concerns regarding the Board of Directors'
actions and requested that the company commence an independent investigation to
determine whether Total-Tel should pursue legal recourse against the
responsible officers and directors. On August 4, 1998, I received your response
in which you suggested that Total-Tel is giving due consideration to the
concerns expressed. I have not heard anything further.
As the largest Total-Tel shareholder, Revision LLC would like to
conduct an audit of Total-Tel's books and records. I am writing to request that
arrangements be made for Revision's accountants to review the company's books
and records. Please let me know at your earliest convenience whom I should
contact to make such arrangements.
Very truly yours,
/s/ Michael J. Lichtenstein
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Michael J. Lichtenstein
cc: William Wallach, Esquire
Walt Anderson
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