-----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, I2DYMIU0NdRiSF2ooIY0AhS0qgMt1A/7wtYQtjIgtBdcPg2WTPBGoMZHF9LLXD6N C6K7CexbjMEa44wjxL2MtA== 0000890587-98-000112.txt : 19980304 0000890587-98-000112.hdr.sgml : 19980304 ACCESSION NUMBER: 0000890587-98-000112 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980302 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NACT TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0001027600 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 870378662 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52187 FILM NUMBER: 98554571 BUSINESS ADDRESS: STREET 1: 191 WEST 5200 N CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: 8018023000 MAIL ADDRESS: STREET 1: 191 WEST 5200 NORTH CITY: PROVO STATE: UT ZIP: 84604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR PARTNERS LP CENTRAL INDEX KEY: 0000904197 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 061260469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-935-7640 MAIL ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D/AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)1 NACT Telecommunications, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 62872G109 - -------------------------------------------------------------------------------- (Cusip Number) Daniel R. Tisch c/o Mentor Partners, L.P. 500 Park Avenue New York, New York 10022 (212) 935-7640 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 27, 1998 - -------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - -------- 1 The remainder of this cover page shall be filled out for a reporting persons'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.). Page 1 of 8 Pages SCHEDULE 13D CUSIP No. 62872G109 Page 2 of 8 Pages --------- --- --- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mentor Partners, L.P. Employer I.D.# 06-126-0469 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 558,400 ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 558,400 ------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 558,400 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 8 Pages This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 23, 1998 (the "Schedule 13D") by Mentor Partners, L.P., a Delaware limited partnership (the "Partnership"), relating to the Common Stock, par value $0.01 per share (the "Shares"), of NACT Telecommunications, Inc., a Delaware corporation (the "Company"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information to the respective paragraphs thereof: The $8,375,480.05 used to purchase Shares of the Company for the Partnership came from the Partnership's working capital, which may at any given time include funds borrowed in the ordinary course of its business activities from margin accounts. All Shares of the Company acquired by the Partnership were purchased in the ordinary course of business. The $729,130.29 used to purchase Shares of the Company for Offshore was furnished from Offshore's investment capital, which at any given time include funds borrowed in the ordinary course of its business activities from margin accounts. All of the Shares of the Company acquired for Offshore were purchased in the ordinary course of business. Page 3 of 8 Pages Item 5. Interest in Securities of the Issuer. The information set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information to the respective paragraphs thereof: (a) As of the date hereof, the Partnership owns beneficially an aggregate of 513,400 Shares of the Company (or approximately 6.3% of the Company's Common Stock outstanding on February 13, 1998) and the Partnership may be deemed to own beneficially an aggregate of an additional 45,000 Shares of the Company (or 0.6% of the Company common stock outstanding on February 13, 1998) owned by Offshore, in each case based on the number of 8,129,096 Shares of Company Common Stock then outstanding as set forth in the Company's most recent filing with the Securities and Exchange Commission. (c) Except as set forth in Exhibit A, which is hereby incorporated herein by reference, no transactions in the Shares have been effected during the past sixty days by the Partnership or, to its best knowledge, any of the Control Persons or Offshore. Page 4 of 8 Pages SIGNATURE 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. February 28, 1998 ------------------ (Date) /s/ Daniel Tisch ----------------- (Signature) Daniel R. Tisch Authorized Signatory MENTOR PARTNERS, L.P. --------------------- (Name/Title) Page 5 of 8 Pages EXHIBIT INDEX ------------- Exhibit A -- Acquisitions of Shares by the Partnership and Offshore During the Past Sixty Days. Page 6 of 8 Pages EXHIBIT A --------- Acquisitions of Shares by the Partnership and Offshore During the Past Sixty Days --------------------------------------- Date of Number Aggregate Price Per Entity Transaction of Shares Price Share ------ ----------- --------- ----- ----- Partnership January 6, 1998 35,000 559,709.50 15.992 January 7, 1998 25,000 405,687.50 16.228 January 7, 1998 40,000 645,520.00 16.138 January 8, 1998 15,000 244,350.00 16.290 January 8, 1998 26,000 423,280.00 16.280 January 9, 1998 16,000 258,171.20 16.136 January 9, 1998 20,000 319,350.00 15.968 January 12, 1998 10,000 155,213.00 15.521 January 12, 1998 8,400 130,428.48 15.527 January 13, 1998 17,900 280,108.15 15.649 January 13, 1998 22,300 351,624.17 15.768 January 14, 1998 25,000 392,907.50 15.716 January 22, 1998 9,500 157,317.15 16.560 January 22, 1998 2,400 39,672.00 16.530 January 23, 1998 10,000 165,400.00 16.540 January 26, 1998 14,500 239,322.50 16.505 January 27, 1998 13,300 216,031.90 16.243 January 27, 1998 800 12,929.52 16.162 January 28, 1998 1,000 16,165.00 16.165 January 29, 1998 2,000 32,185.00 16.093 February 3, 1998 1,000 16,165.00 16.165 February 4, 1998 400 6,466.00 16.165 February 5, 1998 3,200 52,128.00 16.290 February 9, 1998 31,300 516,496.95 16.502 February 10, 1998 5,000 82,700.00 16.540 February 12, 1998 45,000 734,062.50 16.313 February 25, 1998 60,400 1,032,018.56 17.086 February 26, 1998 4,300 73,809.50 17.165 Page 7 of 8 Pages February 26, 1998 3,700 63,410.97 17.138 February 27, 1998 45,000 752,410.97 16.730 Offshore January 6, 1998 9,100 145,524.47 15.992 January 7, 1998 1,900 30,662.20 16.138 January 8, 1998 4,000 65,120.00 16.280 January 12, 1998 5,000 77,636.00 15.527 January 13, 1998 2,500 39,121.25 15.649 January 13, 1998 2,500 39,419.75 15.768 January 22, 1998 1,000 16,530.00 16.530 January 23, 1998 3,500 57,855.00 16.530 January 26, 1998 500 8,252.50 16.505 January 27, 1998 1,000 16,161.90 16.162 February 9, 1998 1,200 19,801.80 16.502 February 12, 1998 5,000 81,562.50 16.313 February 25, 1998 2,800 47,841.92 17.086 February 27, 1998 5,000 83,650.00 16.730 ================================================================================ All Shares acquired by the Partnership and Offshore were purchased in transactions on the over-the-counter market. 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