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. 21)1
Covista Communications, Inc.
(f/k/a Total Tel USA Communications, Inc.)
(Name of Issuer)
COMMON STOCK -- PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
89151T 10-6
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(CUSIP Number)
Walt Anderson
1023 31st Street, N.W., 4th Floor, Washington, D.C. 20007
202-467-1189
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 20, 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 7 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 3,602,904
SHARES
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 3,602,904
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,602,904 Shares of 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) 45.35%
(based upon the outstanding shares of the Issuer as reported in its Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
9/14/00)
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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 7 Pages
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Revision LLC
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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
Delaware
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NUMBER OF 7. SOLE VOTING POWER 3,595,604
SHARES
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 3,595,604
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,595,604 shares of 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) 45.26%
(based upon the outstanding shares of the Issuer as reported in its Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
9/14/00)
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14. TYPE OF REPORTING PERSON* OO
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This Amendment No. 21 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 Covista
Communications, Inc. (f/k/a 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 Transfer, 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"), Amendment No. 18 thereto filed with the SEC on February
18, 2000 ("Amendment No. 18"), Amendment No. 19 thereto filed with the SEC on
March 20, 2000 ("Amendment No. 19") and Amendment No. 20 thereto filed with
the SEC on August 8, 2000 ("Amendment No. 20"). 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, Amendment No. 18, Amendment No. 19 and Amendment No. 20.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended as follows:
On August 7, 2000, Revision, Mr. Anderson and Gold & Appel (each, a
"Borrower" and collectively, the "Borrowers") borrowed the aggregate principal
sum of $13,000,000 from Donald A. Burns ("Mr. Burns"), which borrowing was
evidenced by a Promissory Note of even date (the "Note"), a copy of which was
filed as Exhibit 7.2 to Amendment No. 20, and secured by a Stock Pledge
Agreement, also of even date, by and among the Borrowers and Foundation for
the International Non-Governmental Development of Space ("FINDS"), as
"Pledgors," and Mr. Burns, as "Pledgee" (the "Stock Pledge Agreement"), a copy
of which was filed as Exhibit 7.3 to Amendment No. 20. Pursuant to the Stock
Pledge Agreement, the Pledgors granted to Mr. Burns a lien upon and security
interest in 2,454,661 Common Shares of the Issuer owned of record and
beneficially by one or more of them (the "Pledged Covista Shares").
On October 20, 2000, the Stock Pledge Agreement was amended pursuant to
an Amended and Restated Stock Pledge Agreement by and among Gold & Appel,
Revision, FINDS, Mr. Anderson and Mr. Burns (the "Amended Stock Pledge
Agreement"), a copy of which is filed herewith as Exhibit 7.2, pursuant to
which Amended Stock Pledge Agreement certain terms of the original Stock
Pledge Agreement were amended and additional collateral consisting of
5,671,300 shares of the common stock of Capsule Communications, Inc.
("Capsule") owned by Gold & Appel were pledged as additional collateral (the
"Pledged Capsule Shares") (the Pledged Covista Shares and the Pledged Capsule
Shares herein sometimes collectively the "Pledged Shares")(as defined in the
Amended Stock Pledge Agreement).
Pursuant to the Amended Stock Pledge Agreement, the Pledgors have granted
Mr. Burns a lien upon and security interest in the Pledged Shares, and certain
other rights relative to the Pledged Shares, as more specifically described in
the Amended Stock Pledge Agreement. In brief, the Amended Stock Pledge
Agreement provides that the Pledgors retain all voting power with respect to
the Pledged Shares unless and until an Event of Default occurs. According to
the terms of the Amended Stock Pledge Agreement, an Event of Default will
occur if, among other things, (a) the Borrowers fail to make any payment of
principal or interest on the Note when due in accordance with the terms of the
Note or fail to pay any other amount payable under the Note or the Amended
Stock Pledge Agreement within three business days after any such other amount
becomes due; or (b) the Borrowers fail to perform or observe any covenant or
other agreement contained in the Note or the Amended Stock Pledge Agreement.
In the event that an Event of Default occurs and is continuing, among
other things, (a) no Pledgor may exercise any voting or other consensual
rights with respect to the Pledged Shares without the prior written consent of
the Pledgee; (b) the right, if any, of any Pledgor to receive cash dividends
in respect of the Pledged Shares shall cease and all such dividends shall be
payable directly to the Pledgee; and (c) if the Pledgee has notified the
Pledgors that it elects to exercise the Pledgee's right to exercise voting and
other consensual rights with respect to the Pledged Shares, all rights of
Pledgor shall to exercise such rights shall cease and shall become immediately
vested in the Pledgor, as more specifically described in the Stock Pledge
Agreement.
Page 4 of 6
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Pursuant to the Stock Pledge Agreement, the Pledged Covista Shares were
registered for resale under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement that was declared
effective by the SEC on October 25, 2000. Pursuant to the Amended Stock
Pledge Agreement, the Pledgors have agreed to register the Pledged Capsule
Shares for resale under the Securities Act upon termination of the agreement
providing for the pending acquisition of Capsule by Startec Global
Communications Corporation.
In addition to the arrangements described above, Revision and Mr.
Anderson reserve the right, from time to time, to enter into customary margin
loan arrangements under which the Common Shares may be pledged as collateral.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.1 Joint Filing Agreement with respect to the joint filing of
this Amendment No. 21 to Schedule 13D.
Exhibit 7.2 Amended and Restated Stock Pledge Agreement dated as of
October 20, 2000 by and among Gold & Appel Transfer, S.A., Revision LLC,
Foundation for the International Non-Governmental Development of Space, Walter
C. Anderson and Donald A. Burns.
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. 21 to Schedule
13D is true, complete and correct.
Date: November 15, 2000
Revision LLC, a Delaware limited
liability company
By: /s/ Walt Anderson
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Walt Anderson, Manager
Walt Anderson, Individually
/s/ Walt Anderson
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Walt Anderson
Page 6 of 6
