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. 17)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)
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 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/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
SHARES 3,595,804
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
3,595,804 Shares of Common Stock (excludes 420,116 Shares subject
to Put Agreements to purchase 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) 45.04%
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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 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
SHARES 3,595,604
OWNED BY --------------------------------------------------------
EACH 8. SHARED VOTING POWER 0
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 3,595,604
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER 0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,595,604 Shares of Common Stock (excludes 420,116 Shares subject
to Put Agreement to purchase 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) 45.04%
- -----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* OO
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This Amendment No. 17 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") and Amendment No. 16 thereto filed with the SEC
on December 21, 1999 ("Amendment No. 16"). 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 and Amendment No. 16.
<PAGE>
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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 hae the right, but not the obligation (the "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 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 have any right to
require any of the Common Shares subject to the Feldman Put Agreement to be
sold. Certain terms of the 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.
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 is filed herewith as Exhibit 7.2, 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.
All of the funds used to purchase the above-mentioned 538,440 Common
Shares pursuant to the Exercise Notice came from Revision's working capital
funds.
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
3,595,804 Common Shares (excluding an additional 420,116 Common Shares still
subject to sale to Revision upon additional exercise of the Feldman Put Option
and the Genet Put Option), representing approximately 45.04% of the
outstanding Common Shares, based on information provided by the Issuer as to
the number of outstanding shares as of January 14, 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 200 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 394,681 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 200 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 45.04% 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
7,984,404 outstanding Common Shares of the Issuer as of January 14, 2000,
which information was provided by the Issuer.
(c) Since the filing of Amendment No. 16, as reported in Item 3
above, on January 14, 2000, pursuant to the Feldman Put Agreement, as amended,
and the Exercise Notice, Revision purchased 538,170 of the Common Shares
subject to such Agreement at a purchase price of $16.00 per Common Share.
In addition, on January 14, 2000, pursuant to the Feldman Put Agreement,
as amended, and the Exercise Notice, FINDS purchased 249,581 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. 16, FINDS bought 49,900 Common
Shares on the NASDAQ National Market, as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
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 3,300 14.0000
01/04/00 1,000 13.0625
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
01/21/00 3,600 14.5000
01/21/00 1,100 14.2500
Total 49,900
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 delivery of the balance of the Common Shares subject
to the Feldman Put Agreement, and the Common Shares subject to the Genet Put
Agreement, to Revision pursuant to the term of such agreements, Mr. S.
Feldman, Mr. W. Feldman, Mr. Genet and their respective designees have the
sole right to receive dividends paid on the 420,116 Common Shares still
subject to such Agreements. Mr. S. Feldman, Mr. W. Feldman, Mr. Genet and
their respective designees have the sole right to receive the proceeds from
the sale of the shares owned by each of them and their respective designees
which are subject to such Agreements.
(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 Feldman Put Agreement and the
Genet Put Agreement (as described in Amendment No. 15 and filed as Exhibits
7.2 and 7.3 thereto), and Amendment No. 1 to the Feldman Put Agreement
described in Amendment 16 and filed as Exhibit 7.2 thereto), 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. 17 to Schedule 13D.
Exhibit 7.2 Put Option - Exercise Notice dated as of December 14,
1999.
Page 6 of 7
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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. 17 to Schedule 13D is
true, complete and correct.
Date: January 24, 2000
Revision LLC, a Delaware limited
liability company
By: /s/ Walt Anderson
-----------------------------------
Walt Anderson, Manager
/s/ Walt Anderson
--------------------------------------
Walt Anderson
Page 7 of 7
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 17 to Schedule 13D to
which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on
behalf of each of us.
Date: January 24, 2000
Revision LLC, a Delaware limited
liability company
By: /s/ Walt Anderson
-------------------------------------
Walt Anderson, Manager
/s/ Walt Anderson
---------------------------------------
Walt Anderson
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:
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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 Purchase
Name of Put Holder (Act #) Shares 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
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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:
Purchase
Put Holder Shares 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:
Purchase
Put Holder Shares 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)
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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. Feldman
Warren H. Feldman
WHF:sad
c: Sean P. McGuinness, Esq.
Via Federal Express
Airbill No. 8183 6488 6239
And Fax (202) 424-7643
