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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
DECEMBER 22, 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 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 528,938
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER 528,938
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,938
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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. 3 TO SCHEDULE 13D
This Amendment No. 3 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, and as amended
by Amendment No. 2 thereto filed with the SEC on February 8, 1999 (the
"Schedule 13D").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The number of shares of Common Stock reported as beneficially
owned by the Reporting Persons was inadvertently overstated by 900 shares due
to the omission to take into account charitable donations of an aggregate of
900 shares made by the Reporting Persons in December 1998. To give effect to
these transfers, the responses set forth in subsections (a) and (b) of
Amendment No. 2 are hereby amended and restated in their entirety as follows:
(a) The Reporting Persons are the beneficial
owners of 528,938 shares of Common Stock,
which represents approximately 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: 528,938.
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(ii) Shared power to vote or to
direct the vote: 0.
(iii) Sole power to dispose or to
direct the disposition: 528,938.
(iv) Shared power to dispose or to
direct the disposition: 0.
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 12, 1999
/s/ Warren Feldman
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Warren Feldman
/s/ Esther Feldman
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Esther Feldman
