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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
WARREN H. FELDMAN
150 CLOVE ROAD
LITTLE FALLS, NEW JERSEY 07424-0449
(201) 812-1100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 21, 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 statement because of Sections 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 Section
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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1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S) (ENTITIES ONLY)
WARREN H. FELDMAN, AND WARREN H. FELDMAN AND ESTHER FELDMAN
AS JOINT TENANTS
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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
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF (7) SOLE VOTING POWER 529,838
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER 529,838
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,838
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9 %*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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* BASED ON 7,721,004 SHARES OF COMMON STOCK OF THE ISSUER OUTSTANDING AS
OF DECEMBER 15, 1998, AS REPORTED ON THE ISSUER'S FORM 10-Q, DATED DECEMBER 15,
1998.
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D filed by Warren H.
Feldman and by Warren H. Feldman and Esther Feldman as Joint Tenants, each
natural persons and U.S. citizens ("Reporting Persons"), with respect to the
common stock, par value $0.05 per share (the "Common Stock"), of Total-Tel USA
Communications, Inc., a New Jersey corporation (the "Issuer"), supplements and
amends the Schedule 13D filed with the Securities and Exchange Commission
("SEC") by the Reporting Persons on or about March 3, 1989, as amended by
Amendment No. 1 thereto filed with the SEC on December 28, 1998 (the "Schedule
13D").
ITEM 4. PURPOSE OF TRANSACTION.
The response set forth in Item 4 of the Schedule 13D is hereby
supplemented as follows:
Other as described herein and as previously reported, the
Reporting Persons have no plans or proposals which relate to, or would have any
of the results set forth in, sections (a)-(j) of this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The responses set forth in subsections (a) and (b) of
Amendment No. 1 are hereby amended and restated in their entirety as follows:
(a) After giving effect to the matters described in Item 6,
the Reporting Persons are the beneficial owners of 529,838
shares of Common Stock, which represents approximately
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6.9% of the shares of Common Stock outstanding as of
December 15, 1998.
(b) The number of shares of Common Stock as to which the
Reporting Persons have:
(i) Sole power to vote or direct the vote:
529,838.
(ii) Shared power to vote or to direct the vote:
0.
(iii) Sole power to dispose or to direct the
disposition: 529,838.
(iv) Shared power to dispose or to direct the
disposition: 0.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
The response set forth in Item 6 to the Schedule 13D is hereby
supplemented as follows:
On January 21, 1999, pursuant to a Stock Purchase Agreement,
dated as of December 10, 1998 ("Stock Purchase Agreement"), by and among
Revision LLC, a Delaware limited liability corporation ("Revision"), Walt
Anderson, a natural person ("Mr. Anderson"), Warren Feldman and Solomon
Feldman (the "Feldmans"), the Feldmans and certain of their affiliates sold an
aggregate of 1,200,000 shares of Common Stock to Revision at a purchase price
of $24.00 per share. A description of the terms of, as well as the full text
of, each of (i) the Stock Purchase Agreement and (ii) a Settlement Agreement,
dated as of December 10, 1998, by and among the Issuer, Mr. Anderson, and
Revision, are described in, and are set forth, as Exhibits 2 and 1,
respectively, to Amendment No. 1 filed with the SEC on December 30, 1998. The
Reporting Persons sold to Revision 419,998 of the shares of Common Stock that
were beneficially owned by them.
The number of shares of Common Stock reported as beneficially
owned by the Reporting Persons in Amendment No. 1 to the Schedule 13D was
inadvertently overstated by 80,708 shares. The number of shares reported as
beneficially owned in Item 5 has been adjusted to correct this error.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 8, 1999
/s/ Warren Feldman
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Warren Feldman
/s/ Esther Feldman
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Esther Feldman
