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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
NET2PHONE, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
64108N10
-------------------------------------------------------------
(CUSIP Number)
JOYCE J. MASON, ESQ. MARILYN J. WASSER, ESQ.
GENERAL COUNSEL AND SECRETARY VICE PRESIDENT - LAW AND SECRETARY
IDT CORPORATION AT&T CORP.
520 BROAD STREET 295 NORTH MAPLE AVENUE
NEWARK, NEW JERSEY 07102 BASKING RIDGE, NEW JERSEY 07920
(973) 438-1000 (908) 221-2000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
OCTOBER 31, 2001
-------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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.
------------------ ------------------
CUSIP No. 64108N10 Page 2 of 18 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. IT STOCK, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 52-2352839
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
________________________________________________________________________________
7 SOLE VOTING POWER 18,900,000
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER 18,900,000
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER N/A
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,900,000
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.84%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Common Stock, par value $0.01 per share, of the Issuer ("Class A Stock"). Each
share of Class A Stock is convertible into one share of Common Stock, par value
$0.01 per share, of the Issuer ("Common Stock") without consideration being paid
therefor. Each share of Class A Stock has two votes per share and each share of
Common Stock has one vote per share. The percentage of Common Stock listed in
Line 13 above assumes conversion of the shares of Class A Stock beneficially
owned by the Reporting Person into shares of Common Stock. The Class A Stock
beneficially owned by the Reporting Person represents (i) approximately 58.49%
of the outstanding shares of Class A Stock and (ii) approximately 40.04% of the
aggregate voting power of the Issuer assuming the shares of Class A Stock held
by the Reporting Person are not converted into shares of Common Stock. The
calculations are based on a total of 62,078,875 shares outstanding, consisting
of 29,763,375 shares of Common Stock and 32,315,500 shares of Class A Stock, as
last reported by Net2Phone in its Form 10-K for the fiscal year ended July 31,
2001, filed with the Securities and Exchange Commission (the "SEC") on October
29, 2001.
------------------ ------------------
CUSIP No. 64108N10 Page 3 of 18 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. NTOP HOLDINGS, L.L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). 52-2348660
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
________________________________________________________________________________
7 SOLE VOTING POWER 9,996,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 18,900,000
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER 9,996,750
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 18,900,000
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
------------------ ------------------
CUSIP No. 64108N10 Page 4 of 18 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. IDT DOMESTIC-UNION, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
________________________________________________________________________________
7 SOLE VOTING POWER 28,896,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
------------------ ------------------
CUSIP No. 64108N10 Page 5 of 18 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. IDT INVESTMENTS INC.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
________________________________________________________________________________
7 SOLE VOTING POWER 28,896,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
------------------ ------------------
CUSIP No. 64108N10 Page 6 of 18 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. IDT NEVADA HOLDINGS, INC.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
________________________________________________________________________________
7 SOLE VOTING POWER 28,896,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
------------------ ------------------
CUSIP No. 64108N10 Page 7 of 18 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. IDT DOMESTIC TELECOM, INC.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
________________________________________________________________________________
7 SOLE VOTING POWER 28,896,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
------------------ ------------------
CUSIP No. 64108N10 Page 8 of 18 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. IDT TELECOM, INC.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
________________________________________________________________________________
7 SOLE VOTING POWER 28,896,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
------------------ ------------------
CUSIP No. 64108N10 Page 9 of 18 Pages
------------------ ------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. IDT CORPORATION
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
________________________________________________________________________________
7 SOLE VOTING POWER 28,896,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
------------------ -------------------
CUSIP No. 64108N10 Page 10 of 18 Pages
------------------ -------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. HOWARD S. JONAS
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
________________________________________________________________________________
7 SOLE VOTING POWER 28,896,750
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
------------------ -------------------
CUSIP No. 64108N10 Page 11 of 18 Pages
------------------ -------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. ITELTECH, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
________________________________________________________________________________
7 SOLE VOTING POWER N/A
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
------------------ -------------------
CUSIP No. 64108N10 Page 12 of 18 Pages
------------------ -------------------
________________________________________________________________________________
1 NAME OF REPORTING PERSONS. AT&T CORP.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [x]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
________________________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
________________________________________________________________________________
7 SOLE VOTING POWER N/A
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER N/A
OWNED BY
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER N/A
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER 28,896,750
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,896,750
________________________________________________________________________________
12 CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.26%*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
________________________________________________________________________________
* All the shares beneficially held by the Reporting Person are shares of Class A
Stock. Each share of Class A Stock is convertible into one share of Common Stock
without consideration being paid therefor. Each share of Class A Stock has two
votes per share and each share of Common Stock has one vote per share. The
percentage of Common Stock listed in Line 13 above assumes conversion of the
shares of Class A Stock beneficially owned by the Reporting Person into shares
of Common Stock. The Class A Stock beneficially owned by the Reporting Person
represents (i) approximately 89.42% of the outstanding shares of Class A Stock
and (ii) approximately 61.23% of the aggregate voting power of the Issuer
assuming the shares of Class A Stock held by the Reporting Person are not
converted into shares of Common Stock. The calculations are based on a total of
62,078,875 shares outstanding, consisting of 29,763,375 shares of Common Stock
and 32,315,500 shares of Class A Stock, as last reported by Net2Phone in its
Form 10-K for the fiscal year ended July 31, 2001, filed with the SEC on October
29, 2001.
The undersigned hereby file this Amendment No. 2 (this "Amendment") to
the Schedule 13D filed by IDT Investments Inc., IDT Corporation and Howard S.
Jonas with the Securities and Exchange Commission (the "SEC") on August 21,
2000, the Schedule 13D filed by ITelTech, LLC and AT&T Corp. with the SEC on
August 22, 2000, each as previously amended and restated by Amendment No. 1 to
Schedule 13D filed by NTOP Holdings, L.L.C., IDT Domestic-Union, LLC, IDT
Investments Inc., IDT Nevada Holdings, Inc., IDT Domestic-Telecom, Inc., IDT
Telecom, Inc., IDT Corporation, Howard S. Jonas, AT&T Corp. and ITelTech, LLC
with the SEC on October 25, 2001, each relating to the Common Stock, par value
$0.01 per share, of Net2Phone, Inc. This Amendment (i) amends and restates the
text of the first paragraph of Item 2(a)-(b), (ii) supplements the text of Items
2(c), 2(d), 2(e) and 2(f), (iii) supplements the text of Item 4, (iv) amends and
restates the text of Items 5(a) and 5(b), (v) supplements the text of Item 5(c)
and (vi) supplements the text of Item 7.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(b) IT Stock, LLC is a Delaware limited liability company ("IT
Stock"). IT Stock is a holding company, which holds shares of Class A Common
Stock, par value $0.01 per share ("Class A Stock"), of Net2Phone for the benefit
of its sole member, NTOP Holdings, L.L.C. The address of its principal office
and principal place of business is 400 North Stephanie Street, Eastgate Plaza,
Suite 235, Henderson, Nevada 89014.
NTOP Holdings, L.L.C. is a Delaware limited liability company. NTOP
Holdings, L.L.C. was formerly known as Net2Phone Holdings, L.L.C. On October 31,
2001 Net2Phone Holdings, L.L.C. changed its name to NTOP Holdings, L.L.C. NTOP
Holdings, L.L.C. ("Net2Phone Holdings") is a holding company, which will
actively manage the Class A Stock contributed to it by its members. The members
of Net2Phone Holdings consist of IDT Domestic-Union, LLC ("IDT D-U"), ITelTech,
LLC ("ITelTech"), LMC Animal Planet, Inc. ("LMC") and IDT Investments Inc. ("IDT
Investments"). The address of its principal office and principal place of
business is 400 North Stephanie Street, Eastgate Plaza, Suite 235, Henderson,
Nevada 89014.
(c) The name and business address of the member of IT Stock is set
forth in Exhibit 18 hereto and is incorporated herein by reference.
(d) During the last five years, neither IT Stock, nor to the best of IT
Stock's knowledge, any of IT Stock's members, has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither IT Stock, nor to the best of IT
Stock's knowledge, any of IT Stock's members, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws, and which judgment,
decree or final order was not subsequently vacated.
(f) IT Stock's sole member, Net2Phone Holdings, is a Delaware limited
liability company.
ITEM 4. PURPOSE OF TRANSACTION
On November 8, 2001, pursuant to the Amended and Restated Limited
Liability Company Agreement of IT Stock (the "IT Stock LLC Agreement"), entered
into by Net2Phone Holdings, Net2Phone Holdings contributed to IT Stock
18,900,000 shares of Class A Stock in exchange for 99 units of membership
interests of IT Stock.
The description of the IT Stock LLC Agreement throughout this Amendment
is qualified by reference to such IT Stock LLC Agreement, a copy of which is
filed as Exhibit 19 hereto and is incorporated herein by reference.
Page 13 of 18
On October 31, 2001, Clifford M. Sobel resigned as Chairman of the
Board of Directors of Net2Phone and Howard S. Jonas was appointed by the Board
of Directors of Net2Phone to replace Mr. Sobel as Chairman of the Board of
Directors of Net2Phone. Upon appointment as Chairman of the Board of Directors,
Mr. Jonas resigned as acting Chief Executive Officer of Net2Phone.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) IT Stock directly beneficially owns 18,900,000 shares of Class A
Stock. Net2Phone Holdings is the sole member of IT Stock and owns all of its
outstanding membership interests. Net2Phone Holdings beneficially owns
28,896,750 shares of Class A Stock, consisting of 9,996,750 shares of Class A
Stock directly beneficially owned and 18,900,000 shares of Class A Stock
indirectly beneficially owned through IT Stock, together representing (i)
approximately 49.26% of the outstanding shares of Common Stock assuming
conversion of the shares of Class A Stock beneficially owned by Net2Phone
Holdings into shares of Common Stock, (ii) approximately 89.42% of the
outstanding shares of Class A Stock and (iii) approximately 61.23% of the
combined voting power of all outstanding shares of Common Stock and Class A
Stock assuming the shares of Class A Stock beneficially owned by Net2Phone
Holdings are not converted into shares of Common Stock. Each share of Class A
Stock is convertible into one share of Common Stock without consideration being
paid therefor. The calculations included herein are based on Net2Phone having a
total of 62,078,875 shares outstanding, consisting of 29,763,375 shares of
Common Stock and 32,315,500 shares of Class A Stock, as last reported by
Net2Phone in its Form 10-K for the fiscal year ended July 31, 2001, filed with
the SEC on October 29, 2001.
IDT D-U does not directly beneficially own any shares of Net2Phone. IDT
D-U is a member of Net2Phone Holdings and owns 87 Class A-1 and 13 Class B
membership interests of Net2Phone Holdings, representing approximately 34.60% of
the membership interests of Net2Phone Holdings. IDT D-U may be deemed to be the
indirect beneficial owner of 28,896,750 shares of Class A Stock owned by IT
Stock and Net2Phone Holdings.
IDT Investments does not directly beneficially own any shares of
Net2Phone. IDT Investments is a member of Net2Phone Holdings and owns 30 Class B
membership interests of Net2Phone Holdings, representing approximately 10.38% of
the membership interests of Net2Phone Holdings. IDT Investments is also a member
of IDT D-U, owning approximately 1% of the ownership interests and approximately
40% of the voting power of IDT D-U. IDT Investments may be deemed to be the
indirect beneficial owner of 28,896,750 shares of Class A Stock owned by IT
Stock, Net2Phone Holdings and IDT D-U.
IDT Nevada does not directly beneficially own any shares of Net2Phone.
IDT Nevada owns (i) approximately 57.2% of the outstanding shares of IDT
Investments assuming immediate conversion of all outstanding shares of preferred
stock of IDT Investments and (ii) approximately 64.7% of the voting power of IDT
Investments assuming immediate conversion of all outstanding shares of preferred
stock of IDT Investments. IDT Nevada may be deemed to be the indirect beneficial
owner of 28,896,750 shares of Class A Stock owned by IT Stock, Net2Phone
Holdings, IDT D-U and IDT Investments.
IDT D-T does not directly beneficially own any shares of Net2Phone. IDT
D-T is the managing member of IDT D-U, owning approximately 99% of the ownership
interests and approximately 60% of the voting power of IDT D-U. IDT D-T also
owns (i) approximately 9.3% of the outstanding shares of IDT Investments
assuming immediate conversion of all outstanding shares of preferred stock of
IDT Investments and (ii) approximately 10.5% of the voting power of IDT
Investments assuming immediate conversion of all outstanding shares of preferred
stock of IDT Investments. IDT D-T may be deemed to be the indirect beneficial
owner of 28,896,750 shares of Class A Stock owned by IT Stock, Net2Phone
Holdings and IDT D-U.
IDT Telecom does not directly beneficially own any shares of Net2Phone.
IDT D-T is a wholly-owned subsidiary of IDT Telecom. IDT Telecom may be deemed
to be the indirect beneficial owner of 28,896,750 shares of Class A Stock owned
by IT Stock, Net2Phone Holdings, IDT D-U and IDT D-T.
Page 14 of 18
IDT does not directly beneficially own any shares of Net2Phone. IDT
Telecom is a majority-owned subsidiary of IDT. IDT owns all of the outstanding
shares of common stock of IDT Telecom. IDT may be deemed to be the indirect
beneficial owner of 28,896,750 shares of Class A Stock owned by IT Stock,
Net2Phone Holdings, IDT D-U, IDT Investments, IDT Nevada, IDT D-T and IDT
Telecom.
Howard S. Jonas does not directly beneficially own any shares of
Net2Phone. As of October 24, 2001, Mr. Jonas beneficially owned 9,816,988 shares
of Class A Common Stock, par value $0.01 per share, of IDT and 9,616,988 shares
of Class B Common Stock, par value $0.01 per share, of IDT, representing
approximately 24.20% of the outstanding shares of IDT and approximately 58.90%
of the combined voting power of IDT. Mr. Jonas may be deemed to be the indirect
beneficial owner of 28,896,750 shares of Class A Stock owned by IT Stock,
Net2Phone Holdings, IDT D-U, IDT Investments, IDT Nevada, IDT D-T, IDT Telecom
and IDT.
ITelTech does not directly beneficially own any shares of Net2Phone.
ITelTech may be deemed to be the indirect beneficial owner of 28,896,750 shares
of Class A Stock owned by IT Stock and Net2Phone Holdings.
AT&T does not directly beneficially own any shares of Net2Phone.
ITelTech is a wholly-owned subsidiary of AT&T. AT&T may be deemed to be the
indirect beneficial owner of 28,896,750 shares of Class A Stock owned by IT
Stock, Net2Phone Holdings and ITelTech.
The filing of this Amendment shall not be construed as an admission by
the Reporting Persons that they are, for purposes of Section 13(d) of the
Exchange Act, the beneficial owner of shares of Net2Phone owned by other
parties.
Each of IT Stock, Net2Phone Holdings, IDT D-U, IDT Investments, IDT
Nevada, IDT D-T, IDT Telecom, IDT and Howard S. Jonas disclaims membership in a
group with ITelTech and AT&T of the 28,896,750 shares of Class A Stock owned by
IT Stock and Net2Phone Holdings. Each of ITelTech and AT&T disclaims membership
in a group with IT Stock, Net2Phone Holdings, IDT D-U, IDT Investments, IDT
Nevada, IDT D-T, IDT Telecom, IDT and Howard S. Jonas of the 28,896,750 shares
of Class A Stock owned by IT Stock and Net2Phone Holdings.
(b) By virtue of his ownership of shares of IDT, representing
approximately 58.90% of the combined voting power of IDT, Mr. Jonas (i) has the
power to control the election of directors to IDT's board of directors, which
may be deemed as the power to direct the vote of the 28,896,750 shares of Class
A Stock owned by IT Stock and Net2Phone Holdings and (ii) may be deemed to share
with ITelTech and LMC the power to dispose of the 28,896,750 shares of Class A
Stock owned by IT Stock and Net2Phone Holdings.
By virtue of its ownership of all the outstanding shares of ITelTech,
AT&T may be deemed to share with IDT Investments, IDT D-U and LMC the power to
dispose of the 28,896,750 shares of Class A Stock owned by IT Stock and
Net2Phone Holdings.
(c) Except as described herein and as previously described in this
Item and in Item 4 above, no transactions in the shares of Common Stock or Class
A Stock have been effected by IT Stock or, to the best of IT Stock's knowledge,
by its member named in Exhibit 18, during the past 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 17 Joint Filing Agreement, dated as of November 15, 2001, by and
between IT Stock, Net2Phone Holdings, IDT D-U, IDT Investments, IDT
Nevada, IDT D-T, IDT Telecom, IDT, Howard S. Jonas, ITelTech and
AT&T
Exhibit 18 Name, business address and occupation of the each member of IT
Stock
Page 15 of 18
Exhibit 19 Amended and Restated Limited Liability Company Agreement, dated as
of November 8, 2001, of IT Stock, by Net2Phone Holdings
Exhibit 20 Amendment No. 1 to the Second Amended and Restated Limited
Liability Company Agreement, dated as of October 31, 2001, of
Net2Phone Holdings, by and among AT&T, ITelTech, IDT, IDT D-U, IDT
Investments, Liberty Media and LMC
Page 16 of 18
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.
Dated: November 15, 2001 IT STOCK, LLC
By: NTOP Holdings, L.L.C., its member
By: /s/ JOYCE J. MASON
------------------------------------
Name: Joyce J. Mason
Title: Manager
NTOP HOLDINGS, L.L.C.
By: /s/ JOYCE J. MASON
----------------------------------------
Name: Joyce J. Mason
Title: Manager
IDT DOMESTIC-UNION, LLC
By: IDT Domestic Telecom, Inc., its managing
member
By: /s/ MOTTI LICHTENSTEIN
------------------------------------
Name: Motti Lichtenstein
Title: CEO
IDT INVESTMENTS INC.
By: /s/ ANTHONY S. DAVIDSON
------------------------------------------
Name: Anthony S. Davidon
Title: Vice President and CFO
IDT NEVADA HOLDINGS, INC.
By: /s/ ANTHONY S. DAVIDSON
------------------------------------------
Name: Anthony S. Davidon
Title: Vice President and CFO
Page 17 of 18
IDT DOMESTIC TELECOM, INC.
By: /s/ MOTTI LICHTENSTEIN
------------------------------------
Name: Motti Lichtenstein
Title: CEO
IDT TELECOM, INC.
By: /s/ MOTTI LICHTENSTEIN
------------------------------------
Name: Motti Lichtenstein
Title: CEO
IDT CORPORATION
By: /s/ HOWARD S. JONAS
------------------------------------------
Name: Howard S. Jonas
Title: Chairman
/s/ HOWARD S. JONAS
----------------------------------------------
Howard S. Jonas
ITELTECH, LLC
By: /s/ ROBERT FEIT
------------------------------------------
Name: Robert Feit
Title: President
AT&T CORP.
By: /s/ ROBERT FEIT
------------------------------------------
Name: Robert Feit
Title: General Attorney and
Assistant Secretary
Page 18 of 18
EXHIBIT INDEX
-------------
Exhibit No. Description
---------- -----------
Exhibit 17 Joint Filing Agreement, dated as of November 15, 2001, by and
between IT Stock, Net2Phone Holdings, IDT D-U, IDT Investments,
IDT Nevada, IDT D-T, IDT Telecom, IDT, Howard S. Jonas, ITelTech
and AT&T
Exhibit 18 Name, business address and occupation of each manager of IT
Stock
Exhibit 19 Amended and Restated Limited Liability Company Agreement,
dated as of November 8, 2001, of IT Stock, by Net2Phone Holdings
Exhibit 20 Amendment No. 1 to the Second Amended and Restated Limited
Liability Company Agreement, dated as of October 31, 2001, of
Net2Phone Holdings, by and among AT&T, ITelTech, IDT, IDT D-U,
IDT Investments, Liberty Media and LMC