Filed by Bowne Pure Compliance
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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 )*
(Name of Issuer)
Class B Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number)
Brian Jozwiak
Fine Capital Partners, L.P.
590 Madison Avenue, 5th Floor
New York, New York 10022
Tel. No.: (212) 492-8200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
February 8, 2008
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS
Fine Capital Partners, L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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| NUMBER OF |
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4,041,939 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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4,041,939 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,041,939 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.9% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
Page 2 of 8
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NAMES OF REPORTING PERSONS
Fine Capital Advisors, LLC |
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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4,041,939 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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4,041,939 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,041,939 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.9% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
Page 3 of 8
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NAMES OF REPORTING PERSONS
Debra Fine |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA
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SOLE VOTING POWER |
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| NUMBER OF |
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4,041,939 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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4,041,939 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,041,939 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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7.9% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
Page 4 of 8
SCHEDULE 13D/A
Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D (the “Schedule 13D/A) relates to shares of Class B common
stock, $0.01 par value (“Class B Common Stock”), of IDT Corporation, a Delaware corporation (the
“Issuer”), directly owned by private investment funds managed by Fine Capital Partners, L.P., a
Delaware limited partnership (“FCP”). The Issuer’s principal executive offices are located at 520
Broad Street, Newark, New Jersey 07012.
Item 2. Identity and Background
(a) This statement is filed by (i) FCP, as the investment manager to certain private
investment funds, with respect to shares owned by such private investment funds, (ii) Fine Capital
Advisors, LLC, a Delaware limited liability company (“FCA”), as the general partner of FCP, and
(iii) Ms. Debra Fine, a principal of FCP and FCA, with respect to the shares owned by such private
investment funds (the persons mentioned in (i), (ii) and (iii) are referred to as the “Reporting
Persons”). Ms. Fine is the sole Manager of FCA and the President of FCP. Brian Jozwiak is the
Chief Financial Officer and Chief Operating Officer of the Reporting Persons.
(b) The business address of each of the Reporting Persons and each of the other executive
officers of FCP is 590 Madison Avenue, 5th Floor, New York, New York 10022.
(c) FCP provides investment management services to private individuals and institutions. FCA
serves as the general partner of FCP. The principal occupation of Ms. Fine is investment
management. The principal occupation of Mr. Jozwiak is Chief Operating Officer and Chief Financial
Officer of FCP and its affiliates.
(d) None of the Reporting Persons, or other persons with respect to whom information is given
in response to this Item 2, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, or other persons with respect to whom information is given
in response to this Item 2, has, during the last five years, been 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) FCA is a Delaware limited liability company. FCP is a Delaware limited partnership. Ms.
Fine and Mr. Jozwiak are United States citizens.
Page 5 of 8
Item 3. Source and Amount of Funds or Other Consideration
The net investment costs (including commissions, if any) of the shares of Class B Common Stock
directly owned by the private investment funds is approximately $32,139,183. Ms. Fine, FCP and FCA
do not directly own any shares of Class B Common Stock.
Item 4. Purpose of the Transaction
The purpose of the acquisition of the shares of Class B Common Stock by the Reporting Persons
is for investment, and the purchase of the shares of the Class B Common Stock by the Reporting
Persons were made in the ordinary course of business and were not made for acquiring control of the
Issuer. Depending on price, availability, market conditions and other factors that may affect
their judgment, the Reporting Persons may acquire additional shares or dispose of any or all of
their shares. The Reporting Persons do not currently intend to acquire the Issuer or to control
the management and policies of the Issuer.
Item 5. Interest in Securities of the Issuer
(a) As of February 28, 2008, Ms. Fine beneficially owns 4,041,939 shares of Class B Common
Stock, which represents 7.9% of the Issuer’s outstanding shares of Class B Common Stock. FCP, FCA
and Ms. Fine direct the voting and disposition of 4,041,939 shares of Class B Common Stock
representing 7.9% of the Issuer’s outstanding shares of Class B Common Stock. The percentage of
beneficial ownership of the Reporting Persons, as reported in this Schedule 13D/A, was calculated
by dividing (i) the number of shares of Class B Common Stock beneficially owned by each Reporting
Person as of February 28, 2008 as set forth in this Schedule 13D/A, by (ii) the 50,909,991 shares
of Class B Common Stock outstanding as of December 1, 2007, based upon the Issuer’s Report on Form
10-Q filed with the Securities and Exchange Commission on December 10, 2007.
(b) Ms. Fine and FCP have the power to vote and dispose of all of the shares of Class B Common
Stock held by the private investment funds.
(c) The transactions in the Issuer’s securities by the Reporting Persons in the last sixty
days are listed as Exhibit 1 attached hereto and made a part hereof.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
the Issuer
Not Applicable.
Page 6 of 8
Item 7. Material to be Filed as Exhibits
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| Exhibit 1 |
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Transactions in the Issuer’s securities by the Reporting Persons in the last sixty days. |
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| Exhibit 2 |
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Joint Filing Agreement dated February 28, 2008, among the Reporting Persons. |
Page 7 of 8
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: February 28, 2008
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FINE CAPITAL PARTNERS, L.P.
By: Fine Capital Advisors, LLC,
its general partner
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By: |
/s/ Debra Fine
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Name: |
Debra Fine |
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Title: |
Manager |
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FINE CAPITAL ADVISORS, LLC
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By: |
/s/ Debra Fine
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Name: |
Debra Fine |
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Title: |
Manager |
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/s/ Debra Fine
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Debra Fine |
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Page 8 of 8