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)
(Amendment No. 16)1
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 Gold & Appel, S.A.
1023 31st Street, 4th Floor, Washington, D.C. 20007
202-467-1189
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 1999
(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 [ ].
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.
(Continued on following pages)
(Page 1 of 5 Pages)
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1 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 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).
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SCHEDULE 13D/A
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CUSIP No. 89151T 10-6 Page 2 of 5 Pages
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) 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 ITEM 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 3,057,634
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 0
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,057,634 Shares of Common Stock (excludes 1,208,137 Shares subject
to Put Agreements to purchase Common Stock)
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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) 38.93%
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14. TYPE OF REPORTING PERSON* IN
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SCHEDULE 13D/A
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CUSIP No. 89151T 10-6 Page 3 of 5 Pages
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) 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 ITEM 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 3,057,434
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 3,057,434
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,057,434 Shares of Common Stock (excludes 1,208,137 Shares subject
to Put Agreement to purchase Common Stock)
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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) 38.93%
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14. TYPE OF REPORTING PERSON* OO
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This Amendment No. 16 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" or
the "Company"), supplements and amends the Schedule 13D previously filed with
the Securities and Exchange Commission (the "SEC") by Gold & Appel, S.A., 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"), Amendment No. 10 thereto filed with
the SEC on September 29, 1998 ("Amendment No. 10"), Amendment No. 11 thereto
filed with the SEC on October 27, 1998 ("Amendment No. 11"), Amendment No. 12
thereto filed with the SEC on November 18, 1998 ("Amendment No. 12"),
Amendment No. 13 thereto filed with the SEC on December 14, 1999 ("Amendment
No. 13"), Amendment No. 14 thereto filed with the SEC on January 26, 1999
("Amendment No. 14") and Amendment No. 15 thereto filed with the SEC on
September 30, 1999 ("Amendment No. 15"). 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, Amendment No. 10, Amendment No. 11,Amendment No. 12,
Amendment No. 13, Amendment No. 14 and Amendment No. 15.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Under a Put Agreement dated as of September 21, 1999 between Mr.
Anderson, Warren Feldman ("Mr. W. Feldman"), Solomon Feldman ("Mr. S.
Feldman") and Revision, which Put Agreement was filed as Exhibit 7.2 to
Amendment No. 15 (the "Feldman Put Agreement"), Mr. W. Feldman, Mr. S. Feldman
and their permitted designees have the right, but not the obligation (the "Put
Option"), to sell and deliver up to 1,103,817 Common Shares to Revision at a
purchase price of $16.00 per share upon the exercise of the Put Option at any
time during the period beginning on December 11, 1999 and ending at 5:00 p.m.
on February 10, 2000. Neither Revision nor Mr. Anderson have any right to
require any of the Common Shares subject to the Feldman Put Agreement to be
sold.
Certain terms of the Put Agreement were modified by Amendment No. 1 dated
as of December 11, 1999, a copy of which is filed herewith as Exhibit 7.2.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended as follows:
Except for the Power-of-Attorney, the Joint Filing Agreement attached to
this Statement as Exhibit 7.1, the Feldman Put Agreement, the Genet Put
Agreement (as described in Amendment No. 15 and filed as Exhibit 7.3 thereto)
and Amendment No. 1 to the Feldman Put Agreement described in Item 3 above and
filed herewith as Exhibit 7.2, neither Revision nor Mr. Anderson 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
Revision or Mr. Anderson, 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 Amendment No. 15 to Schedule 13D.
Exhibit 7.2 Amendment No. 1 to Put Agreement dated as of September 21,
1999 between Mr. Anderson, Mr. W. Feldman, Mr. S. Feldman and Revision dated
December 11, 1999.
Page 4 of 5
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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 Amendment No. 15 to Schedule 13D is
true, complete and correct.
Date: December 20, 1999
Gold & Appel Transfer, S.A.,
a British Virgin Islands corporation
By: /s/ Walt Anderson
-----------------------------------
Walt Anderson, Attorney-in-Fact for
Gold & Appel Transfer, S.A.
/s/ Walt Anderson
--------------------------------------
Walt Anderson
Page 5 of 5
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 15 to Schedule 13D to
which this Joint Filing Agreement is attached as Exhibit
7.1, is filed on behalf of each of us.
Date: December 20, 1999
Gold & Appel Transfer, S.A.,
a British Virgin Islands corporation
By: /s/ Walt Anderson
-------------------------------------
Walt Anderson, Attorney-in-Fact for
Gold & Appel Transfer, S.A.
/s/ Walt Anderson
---------------------------------------
Walt Anderson
AMENDMENT NO. 1
PUT AGREEMENT
AMENDMENT NO. 1 (this "Amendment") to the Put Agreement dated as of
September 21, 1999 (the "Put Agreement") is made between and among WALT
ANDERSON, WARREN FELDMAN, SOLOMON FELDMAN, REVISION LLC, a Delaware limited
liability company ("Revision"), TOTAL-TEL USA COMMUNICATIONS, INC., a New
Jersey corporation (the "Company"), and FOUNDATION FOR INDEPENDENT
NONGOVERNMENTAL DEVELOPMENT OF SPACE, a Delaware non-profit corporation
("FINDS"). Capitalized terms used herein without definition shall have the
meanings specified in the Put Agreement.
W I T N E S S E T H:
WHEREAS, Walt Anderson, Warren Feldman, Solomon Feldman, Revision and the
Company entered into the Put Agreement on September 21, 1999; and
WHEREAS, the parties hereto desire to make the amendments to the Put Agreement
set forth herein in order to (i) provide for up to four exercises of the Put
Option, (ii) allow Revision to transfer its obligation to purchase up to
400,000 shares of the Company's Common Stock to FINDS, and (iii) add FINDS as
a party to the Put Agreement.
NOW, THEREFORE, in consideration of the above mentioned premises, the
mutual covenants and agreements contained herein, and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Multiple Exercises. Sections 2.1 and 2.2 of the Put Agreement are
hereby amended by deleting them in their entirety and restating them in their
entirety to read as follows:
2.1 Grant of Put Option. Each of the Put Holders shall have
the right (but not the obligation) to sell to Revision, and
Revision shall be obligated to purchase from each such Put Holder,
up to an aggregate of 1,103,817 shares of Common Stock (the
"Securities") at a purchase price of $16 per share.
2.2 Manner of Exercise. To exercise the put option set forth
in Section 2.1 (the "Put Option"), Warren Feldman, acting for
himself and as agent for Solomon Feldman and, if so designated,
one or more of their Designees, shall deliver written notice
thereof (each, an "Exercise Notice") to Revision at any time, and
from time to time, during the Exercise Period. Each such Exercise
Notice shall (a) list each Put Holder who will sell shares of
Common Stock, (b) specify the number of shares to be sold by each
such Put Holder, (c) provide the account information (name of
bank, address of bank, ABA number and bank account number) to
which the purchase price payment for such Put Holder should be
wired, (d) state the
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aggregate purchase price for the Securities
subject to the Exercise Notice and provide a breakdown of the
amounts to be received by each Put Holder, and (e) specify a
suggested date and time for the Closing. The Put Option may be
exercised at any time during the Exercise Period on up to four (4)
separate occasions; provided, however, that the minimum number of
shares of Common Stock to be sold to Revision in any single
exercise of the Put Option (by one or more Put Holders) shall, in
the aggregate, be not less than 100,000 shares. The Put Option
shall automatically expire (to the extent then unexercised)
without any further action of the parties, and no party shall have
any further rights or obligations under this Agreement except as
provided in Section 6.3, upon the earlier of (i) the date all of
the Securities owned by Warren Feldman, Solomon Feldman and their
Designees are acquired by Revision, or (ii) the date of expiration
of the Exercise Period.
2. Closing of the Purchases.
(a) Section 3.1 of the Put Agreement is hereby amended by
deleting it in its entirety and restating it in its entirety to read as
follows:
3.1 Closing of the Purchase. The closing of any purchase of
Securities pursuant to exercise of the Put Option (each, a
"Closing") shall be held at the offices of Swidler Berlin Shereff
Friedman, LLP, 3000 K Street, N.W., Washington, D.C., on the
thirtieth business day after delivery of an Exercise Notice, or on
such later date as each of the conditions to Closing set forth in
Section 3.2 shall have been satisfied or waived by the party
entitled to the benefit thereof; provided, however, that if an
Exercise Notice is sent at any time in the period beginning on
December 11, 1999 and ending on January 6, 2000, the Closing for
the purchase and sale transaction specified in such Exercise
Notice shall take place on January 14, 2000.
3. Transfer of Revision's Obligation to Purchase Common Stock.
(a) The second sentence of Section 6.5 of the Put Agreement is
hereby amended by deleting it in its entirety and restating it in its entirety
to read as follows:
No party shall assign its rights or delegate its obligations
hereunder without the prior written consent of the other parties,
and any attempt to so assign or delegate this Agreement in whole
or in part without such consent shall be void and of no effect;
provided, however, that (i) Revision shall be entitled to delegate
or otherwise transfer to FINDS its obligation to purchase up to an
aggregate of 400,000 shares of the Company's Common Stock, and
(ii) the foregoing notwithstanding, in the event FINDS fails to
perform any act or obligation delegated or otherwise transferred
to it hereunder, Revision shall remain obligated to perform any
such act or obligation (including without limitation the
obligation to purchase Securities set forth in Section 2.1) as if
no delegation or transfer had been made.
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(b) In Section 3.3, each use of the word "Revision" shall be
amended to read "Revision and/or FINDS, as applicable".
(c) In Section 3.4(a) the first use of the word "Revision"
shall be amended to read "Revision or FINDS, as the case may be" and in
Section 3.4(a)(ii), the phrase "Walt Anderson and Revision" shall be amended
to read "Walt Anderson, Revision and FINDS" and each use of the phrase "Walt
Anderson and/or Revision" shall be amended to read "Walt Anderson, Revision
and/or FINDS".
(d) Section 4.2 of the Put Agreement is hereby amended by
adding a new clause (c) which shall read in its entirety as follows:
(c) FINDS represents and warrants, as of the date hereof and
again on the date of the Closing, that (i) it has full authority
to execute and deliver this Agreement, (ii) this Agreement has
been duly executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against FINDS in
accordance with its terms, and (iii) subject to the provisions of
Section 3.2(a), the execution, delivery, and performance by FINDS
of this Agreement will not violate any order, writ, injunction,
decree, statute, rule, or regulation applicable to FINDS.
4. Conforming Amendments.
(a) In Section 1.1(e) the phrase "and set forth in the
Exercise Notice" shall be amended to read "and set forth in an Exercise
Notice".
(b) In the first sentence of Section 3.2, the phrase
"following the delivery of the Exercise Notice" shall be amended to read
"following the delivery of an Exercise Notice".
(c) In the first sentence of Section 3.3, the phrase "At the
Closing" shall be amended to read "At a Closing".
(d) In the first sentence of Section 3.4(a), the phrase "If,
at the time of the Closing, Revision" shall be amended to read "If, at the
time of a Closing, Revision".
(e) In the first sentence of Section 4.1(a), the phrase "on
the date of such Closing" shall be amended to read "on the date of each
Closing".
(f) In the first sentence of Section 4.1(b), the phrase "on
the date of the Closing" shall be amended to read "on the date of the first
Closing".
(g) In the first sentence of Section 4.1(c), the phrase "on
the date of the Closing" shall be amended to read "on the date of the first
Closing".
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(h) In the first sentence of Section 4.2(a), the phrase "on
the date of the Closing" shall be amended to read "on the date of each
Closing".
(i) In the first sentence of Section 4.2(b), the phrase "on
the date of the Closing" shall be amended to read "on the date of each
Closing".
(j) In Section 5.2(c), the phrase "Walt Anderson shall cause
Revision" shall be amended to read "Walt Anderson shall cause Revision and
FINDS".
5. Counterparts. The first sentence of Section 6.6 of the Put
Agreement is hereby amended by deleting it in its entirety and restating it in
its entirety to read as follows:
This Agreement and any amendments hereto may be executed in one or
more counterparts, each of which shall be an original, but all of
which together shall constitute one instrument and facsimile
signatures shall be acceptable in lieu of originals.
6. No Other Amendments. Except as expressly set forth in this
Amendment, there are no other Amendments to the Put Agreement and the Put
Agreement remains in full force and effect as amended as of the date hereof.
7. General Matters. The provisions of Article VI of the Put
Agreement are incorporated, mutatis mutandis, into this Amendment by reference.
[Signature page follows]
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IN WITNESS WHEREOF, this Amendment No. 1 to the Put Agreement has been
executed and delivered by the parties hereto on this 11th day of December,
1999.
REVISION LLC
By: /s/ Walt Anderson
-----------------------------
Name: Walt Anderson
Title: Manager
FOUNDATION FOR INDEPENDENT
NONGOVERNMENTAL DEVELOPMENT OF SPACE
By: /s/ Walt Anderson
---------------------------
Name: Walt Anderson
Title: President
/s/ Walt Anderson
-------------------------------
Walt Anderson
/s/ Warren Feldman
-------------------------------
Warren Feldman
/s/ Solomon Feldman
-------------------------------
Solomon Feldman
TOTAL-TEL USA COMMUNICATIONS, INC.
By: /s/ Dennis Spina
------------------------------
Name: Dennis Spina
Title: President & Chief Executive
Officer
