IDT CORP — Major Shareholding Notification 2007

Nov 19, 2007

SC 13D 1 d51710sc13d.htm SCHEDULE 13D sc13d PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SCHEDULE 13D (Rule 13d-101)

Under the Securities Exchange Act of 1934

IDT Corporation

(Name of Issuer)

Class B Common Stock, $0.01 par value

(Title of Class of Securities)

448947309

(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

November 8, 2007

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box o

The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. 448947309

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fine Capital Partners, L.P. 20-1192223
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	7	SOLE VOTING POWER
NUMBER OF		2,868,600
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2,868,600
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,868,600
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.12%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 448947309

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fine Capital Advisors, LLC 20-1179514
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	7	SOLE VOTING POWER
NUMBER OF		2,868,600
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2,868,600
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,868,600
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.12%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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CUSIP No. 448947309

1	NAMES OF REPORTING PERSONS Debra Fine
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
	7	SOLE VOTING POWER
NUMBER OF		2,868,600
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2,868,600
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,868,600
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.12%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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SCHEDULE 13D

Item 1. Security and Issuer

This Schedule 13D 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.

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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 $23,638,421. 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 November 19, 2007, Ms. Fine beneficially owns 2,868,600 shares of Class B Common Stock, which represents 5.12% of the Issuer’s outstanding shares of Class B Common Stock. FCP, FCA and Ms. Fine direct the voting and disposition of 2,868,600 shares of Class B Common Stock representing 5.12% 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, was calculated by dividing (i) the number of shares of Class B Common Stock beneficially owned by each Reporting Person as of November 19, 2007 as set forth in this Schedule 13D, by (ii) the 56,043,551 shares of Class B Common Stock outstanding as of October 5, 2007, based upon the Issuer’s Report on Form 10-K filed with the Securities and Exchange Commission on October 15, 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.

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Item 7. Material to be Filed as Exhibits

| Exhibit 1 | Transactions in the Issuer’s securities by the Reporting Persons
in the last sixty days. |
| --- | --- |
| Exhibit 2 | Joint Filing Agreement dated November 19, 2007, among the
Reporting Persons. |

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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: November 19, 2007
FINE CAPITAL PARTNERS, L.P.
By:	Fine Capital Advisors, LLC, its general partner
	By:	/s/ Debra Fine
	Name:	Debra Fine
	Title:	Manager
FINE CAPITAL ADVISORS, LLC
By:	/s/ Debra Fine
Name:	Debra Fine
Title:	Manager
/s/ Debra Fine
Debra Fine

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