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. 18)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)
February 7, 2000
(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 6 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 6 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 3,595,804
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 0
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,595,804 Shares of Common Stock (excludes 420,116 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) 45.04%
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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 6 Pages
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Revision LLC
- ---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------
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 3,595,604
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 3,595,604
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,595,604 Shares of Common Stock (excludes 420,116 Shares subject
to Put Agreement to purchase Common Stock)
- -----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.04%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* OO
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This Amendment No. 18 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"), Amendment No. 15 thereto filed with the SEC on September
30, 1999 ("Amendment No. 15"), Amendment No. 16 thereto filed with the SEC on
December 21, 1999 ("Amendment No. 16") and Amendment No. 17 thereto filed with
the SEC on January 24, 2000. 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, Amendment No. 15, Amendment No. 16 and Amendment No. 17.
<PAGE>
<PAGE>
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 had the right, but not the obligation (the
"Feldman 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
Feldman 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 Feldman Put Agreement
were modified by Amendment No. 1 to such Put Agreement, dated as of December
11, 1999, a copy of which was filed as Exhibit 7.2 to Amendment No. 16.
In addition, under a Put Agreement dated as of September 21, 1999 between
Mr. Anderson, Leon Genet ("Mr. Genet") and Revision, which Put Agreement was
filed Exhibit 7.2 to Amendment No. 15 (the "Genet Put Agreement"), Mr. Genet
and his permitted designees have the right, but not the obligation (the "Genet
Put Option"), to sell and deliver up to 104,320 Common Shares to Revision at a
purchase price of $16.00 per share upon the exercise of the Genet Put Option
at any time during the period beginning on December 11, 1999 and ending on
February 10, 2000. Neither Revision nor Mr. Anderson have any right to
require any of the Common Shares subject to the Genet Put Agreement to be
sold.
On December 14, 1999, pursuant to the Feldman Put Agreement, as amended,
Mr. W. Feldman delivered an exercise notice (the "Exercise Notice"), which
Exercise Notice was filed as Exhibit 7.2 to Amendment No. 17, with respect to
788,021 Common Shares subject to the Put Option. On January 14, 2000,
pursuant to the Feldman Put Agreement and the Exercise Notice, Revision
purchased 538,440 of the Common Shares subject to the Feldman Put Agreement,
and the Foundation for International Non-Governmental Development of Space
("FINDS")purchased 249,581 of the Common Shares subject to the Feldman Put
Agreement.
On February 9, 2000, pursuant to the Feldman Put Agreement, as amended,
Mr. W. Feldman delivered a second exercise notice (the "Second Exercise
Notice"), which Second Exercise Notice is filed herewith as Exhibit 7.2, with
respect to 303,296 Common Shares subject to the Feldman Put Option. On
February 10, 2000, Mr. W. Feldman delivered a third exercise notice (the
"Third Exercise Notice"), which Third Exercise Notice is filed herewith as
Exhibit 7.3, with respect to 5,000 Common Shares subject to the Feldman Put
Option.
On February 7, 2000, pursuant to the Genet Put Agreement, as amended, Mr.
Genet delivered an exercise notice (the "Genet Exercise Notice"), which is
filed herewith as Exhibit 7.4, with respect to 50,000 Common Shares subject to
the Genet Put Option.
Page 4 of 6
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended as follows:
Except for the Joint Filing Agreement attached to this Statement as
Exhibit 7.1, the Operating Agreement of Revision LLC as described in Amendment
No. 7 and filed as Exhibit 7.2 thereto), the Feldman Put Agreement and the
Genet Put Agreement (as described in Amendment No. 15 and filed as Exhibits
7.2 and 7.3 thereto), and Amendment No. 1 to the Feldman Put Agreement
described in Amendment 16 and filed as Exhibit 7.2 thereto), 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. 18 to Schedule 13D.
Exhibit 7.2 Feldman Put Option - Second Exercise Notice dated as of
February 9, 2000.
Exhibit 7.3 Feldman Put Option - Third Exercise Notice dated as of
February 10, 2000.
Exhibit 7.4 Genet Put Option - Genet Exercise Notice dated as of
February 7, 2000.
Page 5 of 6
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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. 18 to Schedule 13D is
true, complete and correct.
Date: February 17, 2000
Revision LLC, a Delaware limited
liability company
By: /s/ Walt Anderson
-----------------------------------
Walt Anderson, Manager
/s/ Walt Anderson
--------------------------------------
Walt Anderson
Page 6 of 6
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 18 to Schedule 13D to
which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on
behalf of each of us.
Date: February 17, 2000
Revision LLC, a Delaware limited
liability company
By: /s/ Walt Anderson
-------------------------------------
Walt Anderson, Manager
/s/ Walt Anderson
---------------------------------------
Walt Anderson
WARREN H. FELDMAN
45 A. Samworth Road
PO Box 3061
Clifton, NJ 07012
(973) 249-7410
February 9, 2000
VIA FEDERAL EXPRESS
Airbill No. 8183 6488 6320
And Fax (202) 736-5065
Mr. Walt Anderson
C/o Gold & Appel Transfer, S.A.
1023 31st Street, 4th Floor
Washington, D.C. 20007
Re: Put Option - Exercise Notice
Dear Mr. Anderson:
Reference is made to that certain Put Agreement, dated September 21, 1999,
between and among Walt Anderson, Warren Feldman, Sol Feldman, Revision LLC,
Total-Tel USA Communications, Inc. and Foundation for the Independent Non-
Governmental Development of Space, as amended (the "Put Agreement").
Capitalized terms used in this letter without definition shall have the
meanings set forth in the Put Agreement.
1. Common Stock of Warren Feldman. In accordance with the requirements
of Section 2.2 of the Put Agreement, I hereby give notice of the exercise of
the Put Option. The information required by Section 2.2(a) to (e) of the Put
Agreement is set forth below as follows:
Number of Purchase
Name of Put Holder Shares To Be Sold Price
Warren Feldman 261,000 shares $4,176,000
----------
261,000 shares $4,176,000
The purchase price payment for the above-referenced shares should be wired
directly to my account as follows:
Summit Bank
ABA: 021202162
55 Challenger Blvd.
Ridgefield Park, NJ
To benefit Warren Feldman
Account No. 303541547
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2. Common Stock of Designee of Warren Feldman. I hereby give notice of
the exercise of the Put Option with respect to my Designee listed below. The
information required by Sections 2.2(a) to (e) of the Put Agreement with
respect to such Put Holder is set forth below as follows:
Number of Purchase
Name of Put Holder Shares To Be Sold Price
Feldman Charitable Foundation 42,296 $676,736
----------------------------
42,496 $676,736
The purchase price payment for the above-referenced shares should be wired
directly to the account number and bank specified below:
Summit Bank
ABA: 021202162
55 Challenger Blvd.
Ridgefield Park, NJ
To benefit of Feldman Charitable Foundation
Account No. 4003034652
I would like to suggest that the Closing for the purchase and sale
transactions listed above be held on March 10, 2000, at 10:00 a.m. at the
offices of Swidler Berlin Shereff Friedman, LLP.
Sincerely,
/s/ Warren H. Feldman
Warren H. Feldman
WHF:sad
c: Sean P. McGuinness, Esq.
Via Federal Express
Airbill No. 8183 6488 6537
And Fax (202) 424-7643
WARREN H. FELDMAN
45 A. Samworth Road
PO Box 3061
Clifton, NJ 07012
(973) 249-7410
February 10, 2000
VIA FEDERAL EXPRESS
Fax (202) 736-5065
Mr. Walt Anderson
C/o Gold & Appel Transfer, S.A.
1023 31st Street, 4th Floor
Washington, D.C. 20007
Re: Put Option - Exercise Notice
Dear Mr. Anderson:
Reference is made to that certain Put Agreement, dated September 21, 1999,
between and among Walt Anderson, Warren Feldman, Sol Feldman, Revision LLC,
Total-Tel USA Communications, Inc. and Foundation for the Independent Non-
Governmental Development of Space, as amended (the "Put Agreement").
Capitalized terms used in this letter without definition shall have the
meanings set forth in the Put Agreement.
I hereby give notice of the exercise of the Put Option with respect to my
Designee listed below. The information required by Sections 2.2(a) to (e) of
the Put Agreement with respect to such Put Holder is set forth below as
follows:
Number of Purchase
Name of Put Holder Shares To Be Sold Price
Arthur Draznin 5,000 $80,000
---------------------------
5,000 $80,000
The purchase price payment for the above-referenced shares should be wired
directly to the account number and bank specified below:
Bank of New York
ABA: 021000018
BNF PaineWebber Inc.
200 Park Avenue
11th Floor
New York, NY 10066
A/C 8900114096
To the benefit of Arthur Draznin
Account No. NE-22726
<PAGE>
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I would like to suggest that the Closing for the purchase and sale
transactions listed above be held on March 10, 2000, at 10:00 a.m. at the
offices of Swidler Berlin Shereff Friedman, LLP.
Sincerely,
/s/ Warren H. Feldman
Warren H. Feldman
WHF:sad
c: Sean P. McGuinness, Esq.
Via Fax (202) 424-7643
LEON M. GENET
111 Dunnell Road
Maplewood, New Jersey 07040
February 7, 2000
Mr. Walt Anderson
C/o Gold & Appel Transfer, S.A.
1023 31st Street, 4th Floor
Washington, D.C. 20007
Re: Put Option - Exercise Notice
Dear Mr. Anderson:
Reference is made to that certain Put Agreement, dated September 21, 1999,
between and among Leon Genet, Walt Anderson, Revision LLC and Total-Tel USA
Communications, Inc. (the "Put Agreement"). Capitalized terms used in this
letter without definition shall have the meanings set forth in the Put
Agreement.
In accordance with the requirements of Section 2.2 of the Put Agreement, I
hereby give notice of the exercise of the Put Option with respect to myself.
The information required by Section 2.2(a) to (e) of the Put Agreement is as
follows:
Number of Purchase
Name of Put Holder Shares To Be Sold Price
Leon Genet 50,000 shares $800,000.00
The purchase price payment for the above-referenced shares should be wired
directly to my account as follows:
The Chase Manhattan Bank
800 Morris Turnpike
Short Hills, New Jersey 07078 Account No. 2820120190
ABA: 0212100086 In the name of Leon M. Genet
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Mr. Walt Anderson
February 7, 2000
Page 2
I would like to suggest that the Closing for the purchase and sale
transactions listed above be held on March 8, 2000, at 10:30 a.m. at the
offices of Swidler Berlin Shereff Friedman, LLP. Please provide me with a
draft of proposed closing documents at your earliest convenience.
Very truly yours,
/s/ Leon Genet
Leon Genet
FEDERAL EXPRESS(Airbill No. 806680059234)
cc: Sean P. McGuinness, Esq. (Federal Express, Airbill No. 806680059245)
