SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(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. 1)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, President
Foundation for the Non-Governmental Development of Space
2000 L Street, N.W., Suite 200, Washington, D.C. 20036
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 7 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
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CUSIP No. 90337P10 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON: Foundation for the International Non-
governmental Development of Space ("FINDS")
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON : 51-0377880
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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 WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 628,929 Shares of Common Stock
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING
PERSON ---------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,929 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)
7.89% (based on 7,972,904 outstanding shares as reflected in the
Issuer's proxy statement filed on 2/1/2000)
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14 TYPE OF REPORTING PERSON CO
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This Amendment No. 1 to Schedule 13D filed by FINDS, a Delaware not-for-profit
corporation, 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 by FINDS with the Securities and Exchange
Commission (the "SEC") on February 7, 2000 (the "Schedule 13D"). All
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Schedule 13D.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Between August 15, 1997 and October 16, 1997, FINDS purchased a total
of 16,965 Common Shares on the NASDAQ National Market in over-the-counter
transactions, and sold 11,000 of those shares on October 17, 1997. Between
October 17, 1997 and April 2, 1998, FINDS purchased additional Common Shares
bringing its holdings to 47,465 Common Shares as of April 2, 1998. In July,
1999, a 2-for-1 stock split brought FINDS's holdings to 94,930. Between July,
1999 and February 3, 2000, FINDS purchased 76,900 additional Common Shares on
the NASDAQ National Market. The details of FINDS's purchases as set forth in
this paragraph are as follows:
Date Number of Shares Price Per Share
08/15/97 5,000 $21.5000
08/29/97 10,000 21.5000
10/16/97 1,965 22.8750
11/24/97 3,500 29.0000
11/25/97 5,500 29.0000
11/26/97 2,000 29.0000
12/10/97 10,000 29.6250
12/22/97 2,500 29.0000
03/03/98 3,000 37.5000
03/05/98 1,000 36.0000
03/09/98 2,000 36.7500
04/01/98 5,000 40.7500
04/02/98 7,000 41.5000
12/15/99 500 14.8750
12/15/99 1,500 15.0000
12/16/99 3,400 15.2500
12/27/99 1,200 14.0000
12/27/99 500 13.8750
12/27/99 400 13.7500
12/28/99 1,000 14.2500
12/28/99 2,000 13.7500
12/28/99 2,000 14.0000
12/29/99 1,400 14.0000
12/30/99 7,000 14.0000
01/03/00 600 13.8750
01/03/00 1,400 14.0000
01/04/00 3,100 13.1250
01/04/00 1,000 13.0625
01/04/00 3,300 14.0000
01/04/00 4,900 13.5000
01/06/00 2,000 14.0000
01/06/00 2,300 13.5000
01/06/00 200 13.9375
01/06/00 500 13.4375
01/10/00 100 12.8750
01/10/00 100 13.2500
01/10/00 800 13.1250
01/10/00 4,000 13.5000
01/21/00 3,600 14.5000
01/21/00 1,100 14.2500
01/24/00 1,500 14.7500
01/26/00 3,500 14.8750
01/26/00 1,500 15.0000
01/27/00 2,400 14.8750
Page 3 of 7 Pages
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01/27/00 1,000 14.6250
01/28/00 5,000 15.0000
01/31/00 5,000 14.7500
02/01/00 1,900 14.7500
02/02/00 600 14.7500
02/02/00 4,400 15.0000
02/03/00 200 17.7500
Total 171,830
In addition, under a Put Agreement dated as of September 21, 1999 between
Walt Anderson ("Mr. Anderson"), Warren Feldman ("Mr. W. Feldman"), Solomon
Feldman ("Mr. S. Feldman") and Revision LLC, a Delaware limited liability
company ("Revision"), which Put Agreement was filed with the SEC on September
30, 1999 as Exhibit 7.2 to Amendment No. 15 to Schedule 13D for Revision (the
"Feldman Put Agreement"), Mr. W. Feldman, Mr. S. Feldman and their permitted
designees had the right, but not the obligation, to sell and deliver up to
1,103,817 Common Shares to Revision and/or Mr. Anderson at a purchase price of
$16.00 per share upon the exercise of the Put Option at any time during the
period beginning on December 11, 1999 and ending at 5:00 p.m. on February 10,
2000 (the "Feldman Put Option"). Certain terms of the Feldman Put Agreement
were modified, including the addition of FINDS as a party to the agreement, by
Amendment No. 1 to the such agreement, dated as of December 11, 1999, a copy
of which was filed with the SEC on December 21, 1999, as Exhibit 7.2 to
Amendment No. 16 to Schedule 13D for Revision. The Feldman Put Agreement was
further amended by Amendment No. 2 to such Put Agreement, dated as of March
10, 2000, a copy of which was filed with the SEC on March 20, 2000, as Exhibit
7.2 to Amendment No. 19 to Schedule 13D for Revision ("Revision Amendment No.
19).
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, including the
addition of FINDS as a party to the agreement, by Amendment No. 1 to such
Genet Put Agreement, dated as of March 10, 2000, a copy of which was filed
with the SEC on March 20, 2000, as Exhibit 7.3 to Amendment No. 19 to Schedule
13D for Revision.
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 with the SEC on January 24, 2000 as Exhibit 7.2 to
Amendment No. 17 to Schedule 13D for Revision, 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, FINDS purchased 249,581 of the
Common Shares subject to the Feldman Put Agreement. Messrs. W. Feldman and S.
Feldman have no further right to sell Common Shares pursuant to the Feldman
Put Agreement.
Page 4 of 7 Pages
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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 with the SEC on February 18, 2000 as Exhibit 7.4 to Amendment No. 18 to
Schedule 13D for Revision ("Revision Amendment No. 18"), with respect to
50,000 Common Shares subject to the Genet Put Option. FINDS expects to close
the purchase of such Common Shares 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 Revision
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 Revision 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 was
filed with the SEC on March 20, 2000, as Exhibit 7.4 to Revision Amendment No.
19, 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 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.
(a) FINDS beneficially owns 628,929 Common Shares representing
approximately 7.89% of the outstanding Common Shares, based
on the information regarding issued and outstanding shares
as of January 27, 2000 provided in the Issuer's proxy
statement filed with the SEC on February 1, 2000. As
described under Item 3 above, FINDS has no right to acquire
any of the 316,918 Common Shares still subject to the
Feldman Put Agreement, as amended, and the Genet Put
Agreement, as amended, and therefore is not a beneficial
owner thereof within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended.
In addition, Mr. Anderson, the President and a
Director of FINDS, is the Manager of Revision, which
owns 3,595,604 Common Shares. Mr. Anderson also
personally owns 7,300 Common Shares. Mr. Anderson does not
have a controlling interest in FINDS and thus disclaims
beneficial ownership of the Common Shares held by FINDS.
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(b) FINDS has the sole power to vote and dispose of the Common
Shares.
(c) During the 60 days preceding the date of this Statement,
FINDS acquired the Common Shares as reported in Item 3
above.
(d) No other person is known by FINDS 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 FINDS. 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 such 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.
Except for the Genet Put Agreement (as described in Item 3 above and
filed as Exhibit 7.3 to Amendment No. 15 to Schedule 13D for Revision)and
Amendment No. 1 to the Genet Put Agreement (filed as Exhibit 7.3 to Revision
Amendment No. 19), FINDS has no 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 benefically owned by FINDS, 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.
None.
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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 Statement is true, complete and
correct.
Date: March 20, 2000
Foundation for the International
Non-governmental Development of
Space, a Delaware not-for-profit
corporation
By: /s/ Walt Anderson
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Walt Anderson, President
Page 7 of 7 Pages
