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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
TOTAL-TEL USA COMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK, $.05 PAR VALUE PER SHARE
(Title of Class of Securities)
89151T 10-6
(CUSIP Number)
KEVIN A. ALWARD
182 POWELL ROAD
ALLENDALE, NEW JERSEY 07401
(201) 236-1111
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 12, 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(b)(3) or (4), check the following box: [ ]
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 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).
(Continued on following pages)
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1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
KEVIN A. ALWARD
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER . . . . . . . . . . . 2,450*
SHARES
BENEFICIALLY (8) SHARED VOTING POWER . . . . . . . . . . . . 0
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER. . . . . . . . .71,450*
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER. . . . . . . . . . 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,450*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%**
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14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* THE REPORTING PERSON HAS EXECUTED AN AGREEMENT TO SELL 69,000 SHARES. THE
AGREEMENT PROVIDES THE TRANSFEREE THE RIGHT TO VOTE SAID SHARES. SEE ITEM 3
HEREIN.
** BASED ON 3,316,402 SHARES OF COMMON STOCK OF THE ISSUER OUTSTANDING AS OF
JANUARY 12, 1998.
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Item 1. Security and Issuer
The securities to which this statement relates are shares of common
stock, par value $.05 per share (the "Common Stock"), of TOTAL-TEL USA
COMMUNICATIONS, INC. (the "Issuer").
The principal executive offices of the Issuer are located at 150
Clove Road, Little Falls, New Jersey 07424.
Item 2. Identity and Background
(a) Kevin A. Alward
(b) 182 Powell Road
Allendale, New Jersey 07401
(c) Private investor
(d) Not Applicable
(e) Not Applicable
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has entered into a series of three (3)
agreements, each entitled an Agreement to Purchase Stock (each, an "Agreement")
and dated as of January 6, 1998, providing for the sale by the Reporting Person
of an aggregate 290,000 shares of Common Stock to Gold & Appel Transfer S.A., a
British Virgin Islands corporation ("G&A").
Under the first Agreement, the Reporting Person delivered 30,000
shares of Common Stock to G&A on January 12, 1998 for a total purchase price of
$1,940,000. The Reporting Person used a portion of the proceeds from that sale
to exercise stock options granted under the Issuer's 1986 Plan to purchase
181,000 shares of Common Stock for an aggregate $747,022.65 and stock options
granted under the Issuer's 1996 Plan to purchase 10,000 shares of Common Stock
for an aggregate $145,000 as follows:
<TABLE>
<CAPTION>
Date of Grant # of Shares Price Per Share
------------- ----------- ---------------
<S> <C> <C>
4-02-92 6,500 $ 1.9909
11-03-92 12,500 $ 1.0228
11-03-92 22,000 $ 1.9909
5-14-93 77,000 $ 2.2727
2-17-94 33,000 $ 7.2727
1-12-95 30,000 $ 8.7500
4-15-97 10,000 $14.5000
-------
191,000
=======
</TABLE>
The Reporting Person agreed to the cancellation of stock options to
purchase 30,000 shares of Common Stock granted to him by the Issuer on April 15,
1997.
Under the second Agreement, the Reporting Person delivered 191,000
shares of Common Stock to G&A on January 22, 1998 for a total purchase price of
$5,338,000. The sale reduced the Reporting Person's beneficial ownership of
Common Stock to a total of 71,450 shares.
Under the third Agreement, the Reporting Person is obligated to
deliver 69,000 shares of Common Stock to G&A at the time G&A delivers the
purchase price of $2,746,200 therefor on or before October 5, 1998. Under the
third Agreement, the Reporting Person has agreed to grant to G&A a proxy to vote
said 69,000 shares on any matters upon which said shares may be voted
1
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until such time as the earlier of the delivery of the purchase price or the
termination of the third Agreement.
Item 4. Purpose of Transaction
The shares of Common Stock of the Reporting Person reported herein
were sold for the Reporting Person's personal account in exchange for cash
consideration. The stock options were exercised by the Reporting Person in order
for the Reporting Person to own the shares delivered pursuant to the second
Agreement.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person is the beneficial owner of 71,450 shares of
Common Stock, which represents approximately 2.2% of the Issuer's Common Stock
outstanding as of January 12, 1998. The Reporting Person is obligated to sell
69,000 shares as detailed in Item 3 above. Of the remaining 2,450 shares, 2,212
shares are held by the Reporting Person as custodian for his minor children and
238 shares are held by the Reporting Person's spouse.
(b) Number of shares of Common Stock as to which the Reporting
Person has:
(i) Sole power to vote or direct the vote: 2,450
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition:
71,450
(iv) Shared power to dispose or to direct the
disposition: 0
(c) Except as described in this Statement on Schedule 13D, the
Reporting Person had no transactions in Common Stock of the Issuer during the
last 60 days.
(d) Until the delivery of the shares to G&A pursuant to the third
Agreement, the Reporting Person has the sole right to receive dividends paid on
the 69,000 shares subject to the third Agreement. The Reporting Person has the
sole right to receive the proceeds from the sale of said shares. The Reporting
Person, as custodian for his minor children, has the right to receive dividends
paid on, and proceeds from the sale of, the 2,212 shares held thereby. The
Reporting Person's spouse has the right to receive the dividends paid on, and
proceeds from the sale of, the 238 shares owned by her.
(e) January 22, 1998
Item 6. Contracts, Arrangement, Understandings or Relationships With
Respect to Securities of the Issuer
The Reporting Person is obligated to sell 69,000 shares of Common
Stock to G&A under the third Agreement as detailed in Item 3 above. Under the
third Agreement, the Reporting Person has agreed to grant to G&A a proxy to vote
said 69,000 shares on any matters upon which said shares may be voted until such
time as the earlier of the delivery of the purchase price or the termination of
the third Agreement.
2
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Item 7. Material to be Filed as Exhibits
Exhibit 1 Agreement to Purchase Stock (Agreement 1) dated as of January 6,
1998 by and between Kevin A. Alward and Gold & Appel Transfer S.A.
Exhibit 2 Agreement to Purchase Stock (Agreement 2) dated as of January 6,
1998 by and between Kevin A. Alward and Gold & Appel Transfer S.A.
Exhibit 3 Agreement to Purchase Stock (Agreement 3) dated as of January 6,
1998 by and between Kevin A. Alward and Gold & Appel Transfer S.A.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 22, 1998
/s/ Kevin A. Alward
---------------------------------------
Kevin A. Alward
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for his purpose which
is already on file with the Commission may be incorporated by reference. The
name of any title of each person who signed this statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute federal criminal violations. (see 18 U.S.C. 1001).
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
1 Agreement to Purchase Stock (Agreement 1) dated as of
January 6, 1998 by and between Kevin A. Alward and
Gold & Appel Transfer S.A.
2 Agreement to Purchase Stock (Agreement 2) dated as of
January 6, 1998 by and between Kevin A. Alward and
Gold & Appel Transfer S.A.
3 Agreement to Purchase Stock (Agreement 3) dated as of
January 6, 1998 by and between Kevin A. Alward and
Gold & Appel Transfer S.A.
</TABLE>
<PAGE> 1
AGREEMENT TO PURCHASE STOCK
(AGREEMENT 1)
THIS AGREEMENT is made as of January 6, 1998 by and between KEVIN A.
ALWARD (KA), residing at 182 Powell Road, Allendale, New Jersey 07401, and GOLD
& APPEL TRANSFER S.A. (G&A), a British Virgin Islands corporation, with an
address at Omar Hodges Building, Wickhams Cay, Road Town, Tortula, British
Virgin Islands.
WHEREAS, KA owns certain shares and options of Total-Tel U.S.A.
Communications, Inc., a New Jersey corporation listed on Nasdaq as TELU; and
WHEREAS, G&A wishes to purchase some of the TELU shares owned by KA.
NOW, THEREFORE, the parties agree as follows:
1. G&A agrees to purchase from KA, and KA agrees to sell to G&A, 30,000
shares of TELU (the "Shares") on January 10, 1998.
2. The purchase price will be $39.80 US Dollars per Share for a grand
total of $1,194,000.00 US Dollars for the Shares (the "Purchase Price").
3. Payment of the Purchase Price by G&A will be made by wire transfer of
immediately available federal funds to KA per the following wire transfer
instructions:
Chase Manhattan Bank ABA 021 0000 21
For Benefit of Smith Barney Account # 066 198 038
For Credit to Alward Account # 641 02137 11-199
4. KA agrees to deliver to First Montawk Securities for the account of G&A
stock certificate(s) representing the Shares duly endorsed for transfer to First
Montawk Securities, DTC Participant No. 0270, Account Name G&A Transfer S.A.,
Account No. W631305570, as soon as immediately available funds representing the
Purchase Price are transferred by G&A to the account specified by KA.
5. KA warrants that he is the sole owner of the Shares and the Shares may
be sold by him without restrictions.
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6. G&A represents that it is acquiring the Shares in a private transaction
for its own account for investment and not with a view to the resale or
distribution thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ Kevin A. Alward
----------------------------------------
KEVIN A. ALWARD
GOLD & APPEL TRANSFER S.A.
By: /s/ Walt Anderson
-----------------------------------
Name: Walt Anderson
Title: Power of Attorney
in G&A
<PAGE> 1
AGREEMENT TO PURCHASE STOCK
(AGREEMENT 2)
THIS AGREEMENT is made as of January 6, 1998 by and between KEVIN A.
ALWARD (KA), residing at 182 Powell Road, Allendale, New Jersey 07401, and GOLD
& APPEL TRANSFER S.A. (G&A), a British Virgin Islands corporation, with an
address at Omar Hodges Building, Wickhams Cay, Road Town, Tortula, British
Virgin Islands.
WHEREAS, KA owns certain shares and options of Total-Tel U.S.A.
Communications, Inc., a New Jersey corporation listed on Nasdaq as TELU; and
WHEREAS, G&A wishes to purchase some of the TELU shares owned by KA.
NOW, THEREFORE, the parties agree as follows:
1. G&A agrees to purchase from KA, and KA agrees to sell to G&A, 191,000
shares of TELU (the "Shares") on February 16, 1998.
2. The purchase price will be $28.00 US Dollars per Share for a grand
total of $5,338,000.00 US Dollars for the Shares (the "Purchase Price").
3. Payment of the Purchase Price by G&A will be made by wire transfer of
immediately available federal funds to KA per the following wire transfer
instructions:
Chase Manhattan Bank ABA 021 0000 21
For Benefit of Smith Barney Account # 066 198 038
For Credit to Alward Account # 641 02137 11-199
4. KA agrees to deliver to First Montawk Securities for the account of G&A
stock certificate(s) representing the Shares duly endorsed for transfer to First
Montawk Securities, DTC Participant No. 0270, Account Name G&A Transfer S.A.,
Account No. W631305570, as soon as immediately available funds representing the
Purchase Price are transferred by G&A to the account specified by KA.
5. KA warrants that he is presently the holder of options which are
currently exercisable to acquire the Shares and that on or prior to February 16,
1998 he will exercise such
<PAGE> 2
options and become the sole owner of the Shares and the Shares then may be sold
by him without restrictions.
6. G&A represents that it is acquiring the Shares in a private transaction
for its own account for investment and not with a view to the resale or
distribution thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ Kevin A. Alward
----------------------------------------
KEVIN A. ALWARD
GOLD & APPEL TRANSFER S.A.
By: /s/ Walt Anderson
-----------------------------------
Name: Walt Anderson
Title: Power of Attorney
in G&A
<PAGE> 1
AGREEMENT TO PURCHASE STOCK
(AGREEMENT 3)
THIS AGREEMENT is made as of January 6, 1998 by and between KEVIN A.
ALWARD (KA), residing at 182 Powell Road, Allendale, New Jersey 07401, and GOLD
& APPEL TRANSFER S.A. (G&A), a British Virgin Islands corporation, with an
address at Omar Hodges Building, Wickhams Cay, Road Town, Tortula, British
Virgin Islands.
WHEREAS, KA owns certain shares and options of Total-Tel U.S.A.
Communications, Inc., a New Jersey corporation listed on Nasdaq as TELU; and
WHEREAS, G&A wishes to purchase some of the TELU shares owned by KA.
NOW, THEREFORE, the parties agree as follows:
1. G&A agrees to purchase from KA, and KA agrees to sell to G&A, 69,000
shares of TELU (the "Shares") on October 1, 1998.
2. The purchase price will be $39.80 US Dollars per Share for a grand
total of $2,746,200.00 US Dollars for the Shares (the "Purchase Price").
3. G&A agrees to pay to KA a deposit (the "Deposit") on account of the
Purchase Price of $621,000.00 US Dollars within five (5) days after the date of
this Agreement. In the event G&A for whatever reason does not complete the
purchase of the Shares by paying the balance of the Purchase Price on or before
October 5, 1998, then the Deposit will be forfeited and may be retained by KA
and this Agreement shall be terminated and of no further force and effect.
4. Upon receipt of the Deposit, KA agrees to deliver to Shanley & Fisher,
P.C., as escrow agent, the certificate(s) representing the Shares, together with
blank undated stock power(s) duly executed by KA, covering the Shares, to be
held in escrow. In the event that the full amount of the Purchase Price is paid
by G&A to KA on or before October 5, 1998, then such stock certificate(s) and
stock power(s) shall be delivered by the Escrow Agent to First Montawk
Securities for the account of G&A, DTC Participant No. 0270, Account Name Gold &
Appel Transfer S.A., Account No. W631305570. However, in the event that G&A does
not pay the full Purchase Price on or before October 5, 1998, and this Agreement
is terminated pursuant to
<PAGE> 2
Section 3 hereof, the Escrow Agent shall return such stock certificate(s) and
stock power(s) to KA.
5. KA also agrees that upon receipt of the Deposit he will grant to G&A a
proxy to vote the Shares as to any matters which may arise while this Agreement
is in effect. Such proxy shall automatically terminate when the full Purchase
Price has been paid by G&A to KA or this Agreement is terminated pursuant to
Section 3 hereof.
6. Payment of the Deposit and the Purchase Price by G&A will be made by
wire transfer of immediately available federal funds to KA per the following
wire transfer instructions:
Chase Manhattan Bank ABA 021 0000 21
For Benefit of Smith Barney Account # 066 198 038
For Credit to Alward Account # 641 02137 11-199
7. KA warrants that he is the sole owner of the Shares and the Shares may
be sold by him without restrictions.
8. G&A represents that it is acquiring the Shares in a private transaction
for its own account for investment and not with a view to the resale or
distribution thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ Kevin A. Alward
----------------------------------------
KEVIN A. ALWARD
GOLD & APPEL TRANSFER S.A.
By: /s/ Walt Anderson
-----------------------------------
Name: Walt Anderson
Title: Power of Attorney
in G&A
