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. 19)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)
March 10, 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)
- ------------------
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 3,603,104
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
3,603,104 Shares of Common Stock
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 3,595,804
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 3,595,804
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,595,804 Shares of 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) 45.19%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* OO
- -----------------------------------------------------------------------------
This Amendment No. 19 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"), Amendment No. 17 thereto filed with
the SEC on January 24, 2000 ("Amendment No. 17") and Amendment No. 18 thereto
filed with the SEC on February 18, 2000 ("Amendment No. 18"). 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, Amendment No. 17 and Amendment No. 18.
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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 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 had 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 and
Amendment No. 2 to such Put Agreement, dated as of March 10, 2000, a copy of
which is filed herewith as Exhibit 7.2.
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 7.3 to Amendment No. 15 (the "Genet Put Agreement"), Mr. Genet
and his permitted designees had 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 had any right to
require any of the Common Shares subject to the Genet Put Agreement to be
sold. Certain terms of the Genet Put Agreement were modified by Amendment No.
1 to such Put Agreement, dated as of March 10, 2000, a copy of which is filed
herewith as Exhibit 7.3.
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 7, 2000, pursuant to the Genet Put Agreement, as amended, Mr.
Genet delivered an exercise notice (the "Genet Exercise Notice"), which was
filed as Exhibit 7.4 to Amendment No. 18, with respect to 50,000 Common Shares
subject to the Genet Put Option. It is expected that the closing of the
purchase of such Common Shares will occur in the near future, subject to the
satisfaction by Mr. Genet of the applicable closing conditions. Upon such
closing, Mr. Genet will have no further rights to sell Common Shares pursuant
to the Genet 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 was filed as Exhibit 7.2 to Amendment
No. 18, 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 was filed as
Exhibit 7.3 to Amendment No. 18, with respect to 5,000 Common Shares subject
to the Feldman Put Option. On March 9, 2000, Mr. W. Feldman delivered a
fourth exercise notice (the "Fourth Exercise Notice"), a copy of which is
Page 4 of 6
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filed herewith as Exhibit 7.4, revoking the Second Exercise Notice and
exercising his put option with respect to 202,518 Common Shares subject to the
Feldman Put Option.
On March 10, 2000, pursuant to the Feldman Put Agreement, the Third
Exercise Notice and the Fourth Exercise Notice, FINDS purchased 207,518 Common
Shares for a total purchase price of $3,320,288.00. All of the funds used to
purchase such 207,518 Common Shares pursuant to the Exercise Notice came from
FINDS's working capital funds. Messrs. W. Feldman and S. Feldman have no
further rights to sell Common Shares pursuant to the Feldman Put Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended as follows:
(a) Revision and Walt Anderson, collectively, beneficially own
3,602,904 Common Shares, representing approximately 45.19% of the outstanding
Common Shares, based on information provided in the Issuer's proxy statement
filed with the SEC on February 1, 2000. As described under Item 3 above,
Revision has no right to acquire the Common Shares subject to either the
Feldman Put Agreement, as amended, or the Genet Put Agreement, and therefore
is not a beneficial owner thereof within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. Mr. Anderson directly owns 7,300
Common Shares or less than 0.01% of the outstanding Common Shares.
In addition, Mr. Anderson is the President and a director of FINDS, which
owns 628,929 Common Shares. Mr. Anderson does not control FINDS and thus
disclaims beneficial ownership of the shares owned by FINDS.
Page 4 of 7
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(b) The sole power to vote or direct the voting of and the power to
dispose or direct the disposition of the 7,300 shares directly owned by Mr.
Anderson is held by Mr. Anderson.
As the Manager and holder of 100% of the voting membership interests
in Revision, Mr. Anderson has the sole power to vote or direct the voting of,
and to dispose of the 3,595,604 Common Shares beneficially owned by Revision.
Accordingly, Mr. Anderson may be deemed to be the beneficial owner of the
Revision Shares, and thereby the beneficial owner of 45.19% of the outstanding
Common Shares.
The number of shares beneficially owned by each of the Reporting
Persons and the percentage of outstanding shares represented thereby, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The ownership of the Reporting Persons is based on
7,972,904 outstanding Common Shares of the Issuer as of January 27, 2000,
which information was provided in the Issuer's proxy statement filed with the
SEC on February 1, 2000.
(c) Since the filing of Amendment No. 18, as reported in Item 3
above, on March 10, 2000, pursuant to the Feldman Put Agreement, as amended,
the Third Exercise Notice, and the Fourth Exercise Notice, FINDS purchased
207,518 of the Common Shares subject to such Agreement at a purchase price of
$16.00 per Common Share.
Further, since the filing of Amendment No. 18, Mr. Anderson bought 7,100
Common Shares on the NASDAQ National Market, as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
02/28/00 3,100 $13.5000
02/29/00 1,000 13.8750
03/01/00 3,000 13.5000
Total 7,100
Page 5 of 7
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(d) No person is known by Revision nor by Mr. Anderson to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Shares beneficially owned by Revision or
Mr. Anderson. Until the closing of the purchase by FINDS of the 50,000 Common
Shares which FINDS will purchase pursuant to the Genet Put Agreement, Mr.
Genet has the sole right to receive dividends paid on the 50,000 Common
Shares, which are the only Common Shares still subject to a put agreement. Mr.
Genet has the sole right to receive the proceeds from the sale of the shares
owned by him which remain subject to the Genet Put Agreement.
(e) Not applicable.
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 Genet Put Agreement (as described
in Amendment No. 15 and filed as Exhibit 7.3 thereto) and Amendment No. 1 to
the Genet Put Agreement (filed herewith as Exhibit 7.3), 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 Amendment No. 2 to the Feldman Put Agreement, dated as of
March 10, 2000.
Exhibit 7.3 Amendment No. 1 to the Genet Put Agreement, dated as of
March 10, 2000.
Exhibit 7.4 Fourth Exercise Notice of Mr. W. Feldman dated as of March
9, 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. 19 to Schedule 13D is
true, complete and correct.
Date: March 20, 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: March 20, 2000
Revision LLC, a Delaware limited
liability company
By: /s/ Walt Anderson
-------------------------------------
Walt Anderson, Manager
/s/ Walt Anderson
---------------------------------------
Walt Anderson
AMENDMENT NO. 2 TO PUT AGREEMENT
AMENDMENT NO. 1 (the "Amendment") to the Put Agreement dated as of
September 21, 1999, as amended (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, as
amended by Amendment No. 1 dated December 11, 2000 ("Amendment No. 1"); and
WHEREAS, the parties hereto desire to make the amendments to the Put
Agreement set forth herein in order to allow Revision to transfer its
obligation to purchase up to 566,377 shares of the Company's Common Stock to
FINDS.
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 sufficient of which is hereby
acknowledged, the parties hereto agree as follows:
1. 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 restated 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 566,377
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, Revisions shall remain obligation 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.
2. No Other Amendments. Except as expressly set forth in
Amendment No. 1 and 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.
3. General Matters. The provisions of Article VI of the Put
Agreement are incorporated, mutatis mutandis, into this Amendment by
reference.
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<PAGE>
IN WITNESS WHEREOF, this Amendment No. 1 to the Put Agreement has
been executed and delivered by the parties hereto on this 10th day of March,
2000.
REVISION LLC
By:
----------------------------------
Name: Walt Anderson
Title: Manager
FOUNDATION FOR INDEPENDENT
NONGOVERMENTAL DEVELOPMENT OF
SPACE
By: ________________________________
Name: Walt Anderson
Title: President
-------------------------------------
Walt Anderson
-------------------------------------
Warren Feldman
--------------------------------------
Solomon Feldman
TOTAL-TEL USA COMMUNICATIONS,
INC.
By:
----------------------------------------
Name:
Title:
AMENDMENT NO. 1 TO PUT AGREEMENT
AMENDMENT NO. 1 (the "Amendment") to the Put Agreement dated as of
September 21, 1999, as amended (the "Put Agreement"), is made between and
among WALT ANDERSON, LEON GENET, 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, Leon Genet, 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 foth herein in order to allow Revision to transfer its
obligation to purchase up to 104,320 shares of the Company's Common Stock to
FINDS.
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 sufficient of which is hereby
acknowledged, the parties hereto agree as follows:
1. 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 restated 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 104,320 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,
Revisions shall remain obligation 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, 5.2(b), 5.2(d) and 5.2(e), each use the
word "Revision" shall be amended to read "Re3visions and/or FINDS, as
applicable".
(c) Section 4.2 of the Put Agreement is hereby amended by
adding a new clause (d) which shall read in its entirety as follows:
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(d) FINDS represents and warrants, as fo the date hereof
and again on the date of 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.
2. Conforming and Corrective Amendments.
(a) Section 1.1(o) of the Put Agreement is hereby amended
by restating it in its entirety to read as follows:
(o) "Securities Act" shall have the meaning set forthin
Section 4.2(a).
(b) In Section 5.2(c), the phrase "Walt Anderson shall
cause Revision" shall be amended to read "Walt Anderson shall cause
Revision and FINDS"
3. No Other Amendments. Except as expressly set forth in
Amendment No. 1 and 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.
4. General Matters. The provisions of Article VI of the Put
Agreement are incorporated, mutatis mutandis, into this Amendment by
reference.
[Signature page follows]
<PAGE>
<PAGE>
IN WITNESS WHEREOF, this Amendment No. 1 to the Put Agreement has
been executed and delivered by the parties hereto on this 10th day of March,
2000.
REVISION LLC
By:
--------------------------------
Name: Walt Anderson
Title: Manager
FOUNDATION FOR INDEPENDENT
NONGOVERMENTAL DEVELOPMENT OF
SPACE
By:
-------------------------------------
Name: Walt Anderson
Title: President
------------------------------------
Walt Anderson
-------------------------------------
Leon Genet
TOTAL-TEL USA COMMUNICATIONS,
INC.
By:
------------------------------------
Name:
Title:
WARREN H. FELDMAN
45 A. Samworth Road
PO Box 3061
Clifton, NJ 07012
(973) 249-7410
March 9, 2000
VIA FEDERAL EXPRESS
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 - Revocation of Exercise Notice; Revised 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.
As agreed, that certain Exercise Notice dated February 9, 2000 is hereby
revoked and of no further force or effect. The Exercise Notice dated February
10, 2000 with respect to certain shares owned by my Designee, Arthur Draznin,
in not effected by the revocation of the Exercise Notice dated February 9th.
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 160,222 shares $2,563,552
----------
160,222 shares $2,563,552
The purchase price payment for the above-referenced shares should be wired
directly to my account as follows:
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Summit Bank
ABA: 021202162
55 Challenger Blvd.
Ridgefield Park, NJ
To benefit Warren Feldman
Account No. 303541547
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, as previously agreed.
Sincerely,
/s/ Warren H. Feldman
Warren H. Feldman
WHF:sad
c: Sean P. McGuinness, Esq.
Via Federal Express
Airbill No. 8183 6488 6504
And Fax (202) 424-7643
