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. 2)1
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, 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)
August 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
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CUSIP No. 90337P10 Page 2 of 6 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 703,529 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
703,529 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)
8.86% (based on 7,944,071 outstanding shares as reflected in the
Issuer's Quarterly Report on Form 10-Q filed on 6/9/2000)
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14 TYPE OF REPORTING PERSON CO
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This Amendment No. 2 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"), as amended by
Amendment No. 1 filed with the SEC on March 20, 2000 ("Amendment No. 1"). All
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Schedule 13D and Amendment No. 1.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the filing of Amendment No. 1, FINDS purchased a total of 24,600
Common Shares on the Nasdaq National Market, as follows:
Date Number of Shares Purchase Price Per Share
----- ---------------- ------------------------
04/20/00 2,700 $11.375
04/24/00 5,000 11.500
04/28/00 500 10.250
04/28/00 3,600 10.375
05/03/00 3,600 9.750
05/04/00 500 10.250
05/04/00 500 10.000
05/05/00 2,500 10.375
05/08/00 1,700 10.250
05/09/00 1,000 10.375
05/17/00 1,000 10.500
06/07/00 2,000 7.125
Total: 24,600
In addition, pursuan to a put agreement dated as of September 21, 1999
between Walt Anderson ("Mr. Anderson"), Leon Genet ("Mr. Genet") and Revision
LLC, which put agreement was filed with the SEC on September 30, 1999 as
Exhibit 7.3 to Amendment No. 15 to Schedule 13D for Revision LLC (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 LLC 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.
Pursuant to the Genet Put Agreement, as amended, on March ___, 2000,
FINDS purchased 50,000 shares from Mr. Genet for an aggregate purchase price
of $800,000.
All of the funds used for the purchases set forth above were from FINDS
working capital funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) FINDS beneficially owns 703,529 Common Shares representing
approximately 8.86% of the outstanding Common Shares, based
on the information regarding issued and outstanding shares
reflect in the Issuer's Quarterly Report on Form 10-Q
filed with the SEC on June 9, 2000.
Page 3 of 6
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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.
(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.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
On August 7, 2000, Revision LLC, Mr. Anderson and Gold & Appel
Transfer, S.A., a British Virgin Islands Corporation (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 with
the SEC as Exhibit 7.2 to Amendment No. 20 to Schedule 13D filed by Revision,
and secured by a Stock Pledge Agreement, also of even date, executed by the
Borrowers and 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 to
Schedule 13D filed by Revision.
Pursuant to the Stock Pledge Agreement, the Pledgors granted to Mr. Burns
a lien upon and security interest in 2,454,661 Common Shares owned of record
and beneficially by one or more of them (the "Pledged Shares"), and certain
other rights relative to such Common Shares, as more specifically described in
the Stock Pledge Agreement. In brief, the 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
Stock Pledge Agreement, an Event of Default will occur if, among other things,
(a) the Borrowers fail to pay 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 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 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
Page 4 of 6
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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.
In consideration for FINDS's pledging its 703,529 Common Shares, Gold &
Appel will pay to FINDS a sum equal to $70,352.90 for the first six months
such shares are pledged as collateral under the Stock Pledge Agreement. In
the event that FINDS's shares are still being held as collateral under the
Stock Pledge Agreement after such six-month period, Gold & Appel shall pay to
FINDS the sum of $20,000 per month for each additional month FINDS's shares
are held as collateral under the Stock Pledge Agreement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
Page 5 of 6 Pages
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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. 2 to Schedule 13D
is true, complete and correct.
Date: August 17, 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 6 of 6 Pages
