<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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 14, 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 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 261,000
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 42,296
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER 261,000
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER 42,296
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
303,296
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)[ ]
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<PAGE> 3
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%*
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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* BASED ON 7,854,182 SHARES OF COMMON STOCK OF THE ISSUER OUTSTANDING AS OF
DECEMBER 13, 1999, AS REPORTED ON THE ISSUER'S FORM 10-Q, DATED DECEMBER 15,
1999.
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5 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, Amendment No. 2
thereto filed with the SEC on February 8, 1999, Amendment No. 3 thereto filed
with the SEC on February 12, 1999, and Amendment No. 4 thereto filed with the
SEC on September 23, 1999 (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.
(a) The Reporting Persons are the beneficial owners of 303,296
shares of Common Stock, which represents approximately 3.86% of the shares of
Common Stock outstanding as of December 13, 1999 (based on 7,854,182 shares of
Common Stock of the Issuer outstanding as of December 13, 1999, as reported on
the Issuer's Form 10-Q, dated December 15, 1999).
(b) The number of shares of Common Stock as to which the Reporting
Persons have:
(i) Sole power to vote or direct the vote: 261,000
<PAGE> 4
(ii) Shared power to vote or direct the vote: 42,296.
(iii) Sole power to dispose or to direct the disposition:
261,000.
(iv) Shared power to dispose or to direct the disposition:
42,296.
The power to vote or direct the vote and the power to dispose or to
direct the disposition of 42,296 shares of Common Stock is shared with Solomon
Feldman, as co-trustee (with Warren Feldman) of the Feldman Charitable
Foundation, a New Jersey corporation (the "Feldman Foundation"). The residence
address of Solomon Feldman is 1890 South Ocean Drive, Apt. 2007E, Hallandale, FL
33009. He is retired. During the last five years he has not been (i) convicted
in a criminal proceeding, or (ii) been a party to a civil proceeding resulting
in a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Solomon Feldman is a citizen
of the United States of America.
(c) Since the filing of Amendment No. 4, on or about November 9,
1999, Warren Feldman made a gift of 38,296 shares of Common Stock to the Feldman
Foundation. In an earlier transaction on January 6, 1999, Warren Feldman made a
gift of 4,000 shares of Common Stock to the Foundation.
In accordance with the terms of that certain Put Agreement,
dated as of September 21, 1999 and filed as Exhibit 1 to Amendment No. 4 ("Put
Agreement"), by and among the Issuer, Revision LLC, a Delaware limited liability
corporation ("Revision"), Walt Anderson, a natural person ("Mr. Anderson"),
Warren Feldman and Solomon Feldman (the "Feldmans"), as amended, Warren Feldman
delivered an exercise notice to Mr. Anderson by letter dated December 14, 1999
(the "Exercise Notice"), a copy of which is filed herewith as Exhibit 1. On
January 14, 2000, pursuant to the Put Agreement, as amended, and the Exercise
Notice, the Foundation for International Non-Governmental Development of Space
("FINDS") purchased 249,581 shares of Common Stock from Warren Feldman and
Revision purchased 249,061 shares of Common Stock from Warren Feldman and his
wife, mother-in-law and minor children. In addition, Revision purchased, in
accordance with the Put Agreement, as amended, and the Exercise Notice, a
further 289,379 from the designees of the Feldmans. Each such purchase was made
at a purchase price of $16.00 per Common Share.
Except as set forth above and in Item 6 of this Amendment, the Reporting
Persons have had no transactions in the Common Stock during the 60 days
preceding the date hereof.
(d) None.
(e) The Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Stock of the Issuer on January 14, 2000.
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:
<PAGE> 5
Pursuant to the Put Agreement, the Feldmans and one or more of
their respective designees have the right (but not the obligation) to sell some
or all of their shares of Common Stock of the Issuer not to exceed 1,103,817
shares of Common Stock in the aggregate to Revision, and Revision is obligated
to purchase such shares of Common Stock from the Feldmans and their respective
designees. Certain terms of the Put Agreement were modified by an Amendment No.
1 to the Put Agreement by and among the Issuer, Revision, Mr. Anderson, the
Feldmans and FINDS dated as of December 11, 1999, a copy of which is filed
herewith as Exhibit 2. The Put Agreement was amended 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
1. Put Option Exercise Notice dated December 14, 1999.
2. Amendment No. 1 Put Agreement dated as of December 11,
1999, by and among the Issuer, Revision LLC, Walt
Anderson, Warren Feldman, Solomon Feldman and Foundation
for International Non-Governmental Development of Space.
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SIGNATURES
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: January 28, 2000
/s/ Warren Feldman
---------------------------------------
Warren Feldman
/s/ Esther Feldman
---------------------------------------
Esther Feldman
<PAGE> 7
INDEX TO EXHIBITS
Exhibit Number Description
1. Amendment No. 1 Put Agreement dated as of December 11,
1999, by and among the Issuer, Revision LLC, Walt
Anderson, Warren Feldman, Solomon Feldman and Foundation
for International Non-Governmental Development of Space.
2. Exercise Notice dated December 14, 1999
<PAGE> 1
EXHIBIT 1
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,
<PAGE> 2
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 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
<PAGE> 3
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.
(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".
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(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".
(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]
<PAGE> 5
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/ Thomas P. Gunning
---------------------------------
Name: Thomas P. Gunning
Title: Vice President and Sec./Treas.
<PAGE> 1
EXHIBIT 2
WARREN H. FELDMAN
45 A. SAMWORTH ROAD
PO BOX 3061
CLIFTON, NJ 07012
(973) 249-7410
December 14, 1999
VIA FEDERAL EXPRESS
Airbill No. 8183 6488 6206
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 and
Total-Tel USA Communications, Inc (the "Put Agreement"). It is my understanding
that on December 11, 1999, the parties to the Put Agreement and the Foundation
for Independent Nongovernmental Development of Space, a Delaware non-profit
corporation ("FINDS"), reached final agreement on the terms of an Amendment No.
1 to the Put Agreement, a copy of which is attached hereto as Exhibit A (the
"Amendment"). The Amendment amends the Put Agreement to provide, inter alia, for
multiple exercises of the Put Option. I further understand from Sean McGuinness,
Esq., counsel for you and the Company, that the Amendment has been executed by
you, and that you intend to deliver it today or by tomorrow, December 15, 1999,
but the Amendment was not delivered due to difficulties in communicating with
you during your trip to Moscow. Therefore, after discussing the matter with Mr.
McGuinness, we have agreed that (i) in the event the Amendment is delivered by
you, FINDS and the Company, this letter shall serve as the Exercise Notice
referenced in Section 2.2 of the Put Agreement, and (ii) in the event the
Amendment is not delivered by you, FINDS and the Company, the letter attached
hereto as Exhibit B shall serve as the Exercise Notice referenced in Section
2.2. Capitalized terms used in this letter without definition shall have the
meaning set forth in the Put Agreement.
1. Common Stock of Warren Feldman and Certain of His Designees. 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 and each of
my Designees listed below. The information required by Section 2.2(a) to (e) of
the Put Agreement with respect to each such Put Holder is set forth below as
follows:
<PAGE> 2
NUMBER OF PURCHASE
NAME OF PUT HOLDER SHARES TO BE SOLD PRICE
Warren Feldman 328,416 shares $5,254,656
Warren and Esther Feldman 162,226 shares $2,595,616
Esther Feldman and Genia Draznin 4,000 shares $64,000
Ross Feldman 1,000 shares $16,000
Anne Feldman 1,000 shares $16,000
Marla Feldman 1,000 shares $16,000
Michelle Feldman 1,000 shares $16,000
------------ -------
498,642 shares $7,978,272.00
The purchase price payment for the above-referenced shares should be wired
directly to my account for distribution as follows:
Summit Bank
ABA: 021202162
55 Challenger Blvd.
Ridgefield Park, NJ
To benefit Warren Feldman
Account No. 303541547
2. Common Stock of Solomon Feldman and Certain of His Designees. As agent
for Solomon Feldman acting pursuant to the requirements of Section 2.2 of the
Put Agreement, I hereby give notice of the exercise of the Put Option with
respect to Solomon Feldman and his Designees listed below. The information
required by Sections 2.2(a) to (e) of the Put Agreement with respect to each
such Put Holder is set forth below as follows:
NUMBER OF SHARES PURCHASE
NAME OF PUT HOLDER (ACT#) TO BE SOLD PRICE
Minna Feldman Trust (203285913) 6,200 $99,200
Sol Feldman Ltd. Partnership (103090444) 237,738 $3,803,808
The purchase price payment for the above-referenced shares should be wired
directly to the account number specified above to the bank specified below:
Summit Bank
ABA: 021202162
55 Challenger Blvd.
Ridgefield Park, NJ
To benefit Sol Feldman
<PAGE> 3
3. Common Stock of a Designee 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 with respect to my Designee listed below. The
information required by Sections 2.2(a) to (e) of the Put Agreement with respect
to each such Put Holder is set forth below as follows:
SHARES PURCHASE
PUT HOLDER TO PUT PRICE
Gerald Feldman 2,000 32,000
The purchase price payment for the above-referenced shares should be wired
directly to the account specified below:
Bank of America
10731 W. Pico Blvd.
Los Angeles, CA 90064
ABA# 121000358
Branch# 2137
To benefit Gerald and Gloria Feldman
Act.# 21372-03809
4. Common Stock of a Designee 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 with respect to my Designee listed below. The
information required by Sections 2.2(a) to (e) of the Put Agreement with respect
to each such Put Holder is set forth below as follows:
SHARES PURCHASE
PUT HOLDER TO PUT PRICE
Arthur Draznin (act# NE-22726) 40,209 $643,344
Arthur Draznin C/F Haley Draznin (act# NE-22744) 1,232 $ 19,712
Arthur Draznin M/P Plan (act# NE-23637) 2,000 $ 32,000
The purchase price payment for the above-referenced shares should be wired
directly to the account number specified above to the bank specified below:
Bank of New York
ABA# 021000018
BNF PaineWebber Inc.
200 Park Avenue
11th Floor
New York, NY 10066
A/C 8900114096
FBO (Account number as referenced above)
<PAGE> 4
I would like to suggest that the Closing for the purchase and sale transactions
listed above be held on January 14, 2000, at 10:00 a.m. at the offices of
Swidler Berlin Shereff Friedman, LLP.
Sincerely,
/s/ Warren H. Feldmam
- ------------------------------
Warren H. Feldman
WHF:sad
c: Sean P. McGuinness, Esq.
Via Federal Express
Airbill No. 8183 6488 6239
And Fax (202) 424-7643
