-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E/028hbxIQ9JgBpNdJ3hkZLot8vU9jppcaki4e31jWmdvFzTgt53MDII0pUbdQVN fmFqtoMhoex1URowB3OHTg== 0000891836-01-500361.txt : 20020411 0000891836-01-500361.hdr.sgml : 20020411 ACCESSION NUMBER: 0000891836-01-500361 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011115 GROUP MEMBERS: AT&TCORP. GROUP MEMBERS: HOWARD S. JONAS GROUP MEMBERS: IDT CORPORATION GROUP MEMBERS: IDT DOMESTIC TELECOM, INC. GROUP MEMBERS: IDT DOMESTIC-UNION, LLC GROUP MEMBERS: IDT INVESTMENTS INC. GROUP MEMBERS: IDT NEVADA HOLDINGS, INC. GROUP MEMBERS: IDT TELECOM, INC. GROUP MEMBERS: IT STOCK, LLC GROUP MEMBERS: ITELTECH, LLC GROUP MEMBERS: NTOP HOLDINGS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NET2PHONE INC CENTRAL INDEX KEY: 0001086472 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223559037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56655 FILM NUMBER: 1793351 BUSINESS ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 9734122800 MAIL ADDRESS: STREET 1: 17 MAIN STREET CITY: HACKENSACK STATE: NJ ZIP: 07601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDT CORP CENTRAL INDEX KEY: 0001005731 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 223415036 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 190 MAIN ST CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019281000 MAIL ADDRESS: STREET 1: 294 STATE STREET CITY: HACKENSACK STATE: NJ ZIP: 07601 SC 13D/A 1 sc289071.txt SCHEDULE 13D, AMENDMENT #2 ----------------------------- OMB APPROVAL ----------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response....14.90 ----------------------------- 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 EX-99.17 3 ex_17.txt JOINT FILING AGREEMENT EXHIBIT 17 JOINT FILING AGREEMENT, DATED AS OF NOVEMBER 15, 2001 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of IT Stock, LLC, 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, ITelTech, LLC and AT&T Corp. on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, par value $0.01 per share, of Net2Phone, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 15th day of November 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 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 EX-99.18 4 ex_18.txt IT STOCK MEMBERS EXHIBIT 18 MANAGER OF IT STOCK, LLC AS OF NOVEMBER 8, 2001 The name, position and business address of the member of IT Stock, LLC is set forth below. Name Position Principal Occupation Business Address - ---- -------- -------------------- ---------------- NTOP Holdings, Member N/A c/o IT Stock, LLC L.L.C. 400 North Stephanie Street, Suite 235, Henderson, Nevada 89014 EX-99.19 5 ex_19.txt AMENDED AND RESTATED LLC AGMT OF IT STOCK EXHIBIT 19 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF IT STOCK, LLC This Amended and Restated Limited Liability Company Agreement (the "Agreement") of IT Stock, LLC is entered into and effective as of this 8th day of November, 2001, by NTOP Holdings, L.L.C., a Delaware limited liability company, as member (the "Member"). WHEREAS, the Company was formed under the Delaware Limited Liability Company Act (6 Del. C. ss.18-101 et seq.), as amended from time to time (the "Act"), pursuant to the Certificate of Formation filed with the Secretary of State of the State of Delaware on October 31, 2001 (the "Certificate of Formation"); WHEREAS, the Member entered into the Limited Liability Company Agreement, dated as of November 8, 2001 (the "LLC Agreement"); WHEREAS, the Member desires to amend and restate the LLC Agreement as set forth in this Agreement; NOW THEREFORE, the Member, in order to carry out its intent as expressed above, does hereby amend and restate the LLC Agreement in its entirety as follows: 1. Name. The name of the limited liability company formed hereby is IT Stock, LLC (the "Company"). 2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. 3. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, and shall have and may exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act. 4. Certificates. The Member hereby ratifies and approves the execution, delivery and filing of the original Certificate of Formation with the Secretary of State of the State of Delaware by Nikola Uzelac, as an authorized person within the meaning of the Act. Upon the execution and delivery of this Agreement, Nikola Uzelac's powers as an authorized person ceased, and any person authorized by the Member as an authorized person within the meaning of the Act shall execute, deliver, file, or cause the execution, delivery and filing of, all certificates required or permitted by the Act to be filed with the Secretary of State of the State of Delaware. 5. Registered Office. The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 6. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 7. Fiscal Year The fiscal year of the Company (the "fiscal year") shall end on the fiscal year end required for U.S. federal income tax purposes. The Member is authorized to make all elections for tax or other purposes as it may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods. 8. Member. The name of the Member is as set forth above in the preamble to this Agreement. 9. Management and Control. The Company shall be managed by the Member, who shall have the right, power and authority acting alone to conduct the business and affairs of the Company and do all things necessary or convenient to carry on the business and purposes of the Company, including, without limitation, any and all other actions the Member deems necessary, desirable, convenient or incidental for the furtherance of the objects and purposes of the Company, and shall have and may exercise all of the powers and rights conferred upon a member of a limited liability company formed pursuant to the Act. 10. Exculpation and Indemnification. Except as otherwise expressly provided herein, the Member shall not be liable, responsible or accountable in damages or otherwise, with respect to matters or actions relating to the Company, for (i) any act performed or omission made in good faith except for fraud or the willful misconduct of -2- such Member, (ii) such Member's performance of, or failure to perform, any act on the reasonable reliance on advice of legal counsel to the Company or (iii) the negligence, malfeasance or bad faith of any agent, consultant or broker of the Company selected, engaged or retained in good faith. In any threatened, pending or completed action, suit or proceeding, the Member shall be fully protected and indemnified and held harmless by the Company to the fullest extent permitted by applicable law against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees, costs of investigation, fines, judgments and amounts paid in settlement, actually incurred by such Member in connection with such action, suit or proceeding) by virtue of its status as a Member or with respect to any action or omission taken or suffered in good faith, other than liabilities and losses resulting from fraud or the willful misconduct of such Member. The indemnification provided by this Section 10 shall be recoverable only out of the assets of the Company, and the Member shall not have any personal liability on account thereof. 11. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act and (c) at any time there are no members, unless the business of the Company is continued in a manner permitted by the Act. The bankruptcy (as defined in Section 18-101(1) of the Act) of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in such manner, and in such order of priority, as determined by the Member, subject to any requirements of the Act. 12. Capital Contributions; Capital Accounts. The Member has contributed to the Company (i) $1.00 in exchange for 1 (one) unit of membership interest of the Company and (ii) 18,900,000 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of Net2Phone, Inc., a Delaware corporation ("Net2Phone"), in exchange for 99 units of membership interests of the Company, as set forth on Annex I hereto. Each member shall have a capital account determined and maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). 13. Treatment for Tax Purposes. For so long as the Company has only one member, it is the intention of the Member that the Company be disregarded as a separate entity for federal, state and local tax purposes. If at any time the Company has -3- more than one member, it shall be treated as a partnership for federal, state and local tax purposes. 14. Additional Contributions. The Member is not required to make any additional capital contribution to the Company but may in its sole discretion elect to do so. 15. Allocation of Profit and Losses. All of the Company's profits and losses shall be allocated to the Member. 16. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate the Act or other applicable law. 17. Assignments. The Member may transfer or assign in whole or in part its limited liability company interest. 18. Admission of Additional Members. One or more additional Members of the Company may be admitted to the Company with the consent of the Member and upon the execution of a counterpart of this Agreement. 19. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member. 20. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. 21. No Third Party Beneficiaries. The right or obligation of the Member to call for any capital contribution or to make a capital contribution or otherwise to do, perform, satisfy or discharge any liability or obligation of the Member hereunder, or to pursue any other right or remedy hereunder or at law or in equity, shall not confer any right or claim upon or otherwise inure to the benefit of any creditor or other third party having dealings with the Company; it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns except as may be otherwise agreed to by the Company in writing with the prior written approval of the Member. -4- 22. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. -5- IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date hereof. MEMBER: NTOP HOLDINGS, L.L.C. By: /S/ JOYCE J. MASON -------------------------------- Name: Joyce J. Mason Title: Manager ANNEX I Capital Contributions of the Member ----------------------------------- NTOP HOLDINGS, L.L.C. $1.00 in exchange for 1 (one) unit of membership interest of the Company. 18,900,000 shares of Class A Common Stock, par value $0.01 per share, of Net2Phone, Inc. in exchange for 99 units of membership interests of the Company. EX-99.20 6 ex_20.txt AMENDMENT 1 TO 2ND AMENDED AND RESTATED LLC AGMT EXHIBIT 20 AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NET2PHONE HOLDINGS, L.L.C. This Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement of Net2Phone Holdings, L.L.C. (the "Company") is made, entered into and effective as of October 31, 2001 (the "Agreement"), by and among AT&T Corp., a New York corporation ("AT&T"), ITelTech, LLC, a Delaware limited liability company ("AT&T Sub"), IDT Corporation, a Delaware corporation ("IDT Corporation"), IDT Domestic-Union, LLC, a Delaware limited liability company ("IDT Sub"), IDT Investments Inc., a Nevada corporation ("IDT Investments"), Liberty Media Corporation, a Delaware corporation ("LMC"), and LMC Animal Planet, Inc., a Colorado corporation ("Liberty Sub"). Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to such terms in the Second Amended and Restated Limited Liability Company Agreement (as defined below). WHEREAS, the Company was formed under the Act pursuant to the Certificate of Formation filed with the Secretary of State of the State of Delaware on October 17, 2001; WHEREAS, IDT Sub entered into a Limited Liability Company Agreement, dated as of October 19, 2001, in respect of the Company, which was amended and restated on October 19, 2001, by the Amended and Restated Limited Liability Company Agreement, dated as of October 19, 2001, entered into by IDT Sub, AT&T Sub and AT&T, and which was further amended and restated on October 19, 2001 by the Second Amended and Restated Limited Liability Company Agreement, dated as of October 19, 2001 (the "Second Amended and Restated Limited Liability Company Agreement"), entered into by AT&T, AT&T Sub, IDT Corporation, IDT Sub, IDT Investments, LMC and Liberty Sub; and WHEREAS, AT&T, AT&T Sub, IDT Corporation, IDT Sub, IDT Investments, LMC and Liberty Sub desire to amend Section 2.2 of the Second Amended and Restated Limited Liability Company Agreement by changing the name of the Company to "NTOP Holdings, L.L.C.", and file a Certificate of Amendment to the Certificate of Formation of the Company to reflect such name change. NOW, THEREFORE, the parties hereby agree as follows: 1. Amendment. The Second Amended and Restated Limited Liability Company Agreement is hereby amended by deleting Section 2.2 in its entirety and replacing it with the following: "Section 2.2. Company Name. The business of the Company shall be conducted under the name of "NTOP Holdings, L.L.C." in the State of Delaware and under such name or such assumed or trade names as the Board of Managers deem necessary or appropriate to comply with the requirements of any other jurisdiction in which the Company may be required to qualify." 2. Second Amended and Restated Limited Liability Company Agreement. In all other respects, the Second Amended and Restated Limited Liability Company Agreement remains in full force and effect. 3. Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one Agreement. 4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. [Signatures on the following page.] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. AT&T CORP. By:/s/ ROBERT FEIT ------------------------------ Name: Robert Feit Title: General Attorney and Assistant Secretary ITELTECH, LLC By:/s/ ROBERT FEIT ------------------------------ Name: Robert Feit Title: President IDT DOMESTIC-UNION, LLC By: IDT Domestic Telecom, Inc., its Managing Member By:/s/ MOTTI LICHTENSTEIN ------------------------------ Name: Motti Lichtenstein Title: CEO IDT CORPORATION By:/s/ JAMES A. COURTER ------------------------------ Name: James A. Courter Title: Chief Executive Officer and Vice Chairman IDT INVESTMENTS INC. By:/s/ ANTHONY S. DAVIDSON ------------------------------ Name: Anthony S. Davidson Title: Vice President and CFO LMC ANIMAL PLANET, INC. By:/s/ ELIZABETH M. MARKOWSKI ------------------------------ Name: Elizabeth M. Markowski Title: Senior Vice President LIBERTY MEDIA CORPORATION By:/s/ ELIZABETH M. MARKOWSKI ------------------------------ Name: Elizabeth M. Markowski Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----