PARTII SC 13 D
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1 | Names of Reporting Persons
| S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only)
| Howard S. Jonas 1998 Annuity Trust
|
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2 | Check the Appropriate Box if a Member of a Group* (a) |X|
| (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
| New York
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| 7 | Sole Voting Power
| |
Number of |-----------------------------------------------------------
Shares | 8 | Shared Voting Power
Beneficially | | 1,559,228
Owned By |-----------------------------------------------------------
Each | 9 | Sole Dispositive Power
Reporting | |
Person |-----------------------------------------------------------
With | 10 | Shared Dispositive Power
| | 1,559,228
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11 | Aggregate Amount Beneficially Owned By Each Reporting Person
| 1,559,228
|
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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)
| 4.65%
|
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14 | Type of Reporting Person*
| OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP
No. 448947-10-1 Page 7 of 14 Pages
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1 | Names of Reporting Persons
| S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only)
| The Jonas Foundation
|
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2 | Check the Appropriate Box if a Member of a Group* (a) |X|
| (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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| 7 | Sole Voting Power
| |
Number of |-----------------------------------------------------------
Shares | 8 | Shared Voting Power
Beneficially | | 2,675,571
Owned By |-----------------------------------------------------------
Each | 9 | Sole Dispositive Power
Reporting | |
Person |-----------------------------------------------------------
With | 10 | Shared Dispositive Power
| | 2,675,571
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11 | Aggregate Amount Beneficially Owned By Each Reporting Person
| 2,675,571
|
--------------------------------------------------------------------------------
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)
| 7.98%
|
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14 | Type of Reporting Person*
| OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP
No. 448947-10-1 Page 8 of 14 Pages
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1 | Names of Reporting Persons
| S.S. or I.R.S. Identification Nos. of Above Persons (Entities Only)
| The JTBC Foundation
|
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2 | Check the Appropriate Box if a Member of a Group* (a) |X|
| (b) |_|
--------------------------------------------------------------------------------
3 | SEC Use Only
|
--------------------------------------------------------------------------------
4 | Source of Funds* OO
|
--------------------------------------------------------------------------------
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
| Massachusetts
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| 7 | Sole Voting Power
| |
Number of |-----------------------------------------------------------
Shares | 8 | Shared Voting Power
Beneficially | | 142,937
Owned By |-----------------------------------------------------------
Each | 9 | Sole Dispositive Power
Reporting | |
Person |-----------------------------------------------------------
With | 10 | Shared Dispositive Power
| | 142,937
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11 | Aggregate Amount Beneficially Owned By Each Reporting Person
| 142,937
|
--------------------------------------------------------------------------------
12 | Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* |_|
|
--------------------------------------------------------------------------------
13 | Percent of Class Represented by Amount in Row (11)
| Less than 0.1%
|
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14 | Type of Reporting Person*
| OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 2 (this "Amendment") amends the Schedule 13D filed
by Howard S. Jonas, The Jonas Family Limited Partnership, the Howard S. Jonas
1996 Annuity Trust and the Howard S. Jonas 1998 Annuity Trust on October 23,
1998 (the "Original Schedule 13D"). This Amendment is also filed by Ms. Deborah
Jonas, The Jonas Foundation and The JTBC Foundation. Capitalized terms used but
not otherwise defined in this Amendment shall have the meanings assigned in the
Original Schedule 13D.
Item 1. Security and Issuer
This statement relates to the common stock, par value $0.01 per
share ("Common Stock"), of IDT Corporation ("IDT"). The principal executive
offices of IDT are located at 190 Main Street, Hackensack, New Jersey 07601.
Item 2. Identity and Background
(a) This statement is filed by Howard S. Jonas, Deborah Jonas, The
Jonas Family Limited Partnership, the Howard S. Jonas 1996 Annuity Trust, the
Howard S. Jonas 1998 Annuity Trust, The Jonas Foundation and The JTBC Foundation
(collectively, the "Reporting Persons").
(b) The business address of each of the Reporting Persons, other
than Deborah Jonas, is 190 Main Street, Hackensack, New Jersey 07601. The
business address of Deborah Jonas is c/o The Jonas Foundation, 190 Main Street,
Hackensack, New Jersey 07601.
(c) The present principal occupation of Mr. Jonas is Chief
Executive Officer of IDT, located at 190 Main Street, Hackensack, New Jersey
07601. The JTBC Foundation, a charitable foundation under ss. 501(c)(3) of the
Internal Revenue Code of 1986 (the "IRC"), is controlled by its trustees, Howard
Jonas, Dr. David Turock, Director of Technology of IDT, Howard Balter, Chief
Executive Officer of Net2Phone, a wholly owned subsidiary of IDT and former
Chief Operating Officer of IDT, and James Courter, President of IDT. The Jonas
Foundation, a charitable foundation under ss. 501(c)(3) of the IRC, is
controlled by Mr. Jonas and Ms. Jonas, its sole Trustees. The principal
occupation of Ms. Jonas is co-trustee of The Jonas Foundation. The business of
each of the other Reporting Persons is to hold certain assets for the benefit of
Mr. Jonas and members of his family.
(d) During the last five years, none of the Reporting Persons or
none of the general partners or trustees of any of them has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or
none of the general partners or trustees of any of them was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to 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.
(f) Mr. Jonas, Ms. Jonas, Dr. Turock, Mr. Balter and Mr. Courter
are citizens of the United States of America. The Jonas Family Limited
Partnership was organized under the laws of the State of New Jersey. Each of the
Howard S. Jonas 1996 Annuity Trust and the Howard S. Jonas 1998 Annuity Trust
was organized under the laws of the State of New York. The JTBC Foundation is
governed by the laws of the Commonwealth of Massachusetts. The Jonas Foundation
is governed by the laws of the State of New York.
Item 3. Source and Amount of Funds or Other Consideration
On April 7, 1998, IDT entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which a wholly owned subsidiary of IDT was
merged with and into InterExchange, Inc., a Delaware corporation ("IX"), and IX
became a wholly owned subsidiary of IDT. The Merger Agreement is included as
Exhibit 2 to the Original Schedule 13D and is incorporated herein by reference.
Pursuant to the Merger Agreement, all of the outstanding shares of
the common stock of IX were exchanged for an aggregate of 3,242,323 newly issued
shares (the "IDT Shares") of the Common Stock and $20 million in cash, which was
funded out of IDT's working capital.
Pursuant to the Merger Agreement, 3,106,379 of the IDT Shares (the
"Proxy Shares") are subject to certain restrictions on transferability (the
"Lock-Ups"). On October 7, 1998 and on each October 7 thereafter through and
including October 7, 2002, the Lock-Ups will expire with respect to 20% of the
Proxy Shares originally issued. Pursuant to the Merger Agreement, Mr. Jonas was
given proxies to vote the Proxy Shares (the "Proxies") until such time as the
Lock-Ups expire with respect to such shares. The Proxies are included as Exhibit
3 to the Original Schedule 13D and are incorporated herein by reference.
As previously disclosed in the Original Schedule 13D, pursuant to
the Merger Agreement included as Exhibit 2 to the Original Schedule 13D, the
Lock-Ups with respect to 537,032 shares of Common Stock that were subject to the
Proxies expired on October 7, 1998; however, 2,426,490 shares of Common Stock
continue to be subject to the Proxies.
Item 4. Purpose of Transaction
The following transactions are reflected in this Amendment:
1) On December 14, 1998, Mr. Jonas donated 3,000 shares of
Common Stock from The Jonas Foundation to the International Rescue Committee.
2) On December 16, 1998, Mr. Jonas donated 1,000 shares of Common
Stock to the Michael and Zora Marton Foundation, 5,328 shares of Common Stock to
the Jonas Family Limited Partnership, and 9,338 shares of Common Stock to
certain family members.
3) On February 1, 1999, Mr. Jonas donated 100 shares of Common
Stock to Noah Falkenstein.
4) On February 5, 1999, Deborah Jonas was designated as an
additional Trustee of The Jonas Foundation. On, February 10, 1999, Mr. Jonas
donated 2,500,000 shares of Common Stock to The Jonas Foundation.
Except as described herein, none of the Reporting Persons has any
plan or proposal that relates to or would result in:
(a) the acquisition by any person of additional securities of IDT,
or the disposition of securities of IDT;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving IDT or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of IDT or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of
IDT;
(e) any material change in the present capitalization or dividend
policy of IDT;
(f) any other material change in IDT's business or corporate
structure;
(g) changes in IDT's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of IDT by any person;
(h) causing a class of securities of IDT to be delisted from a
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