-----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, KOmS4++MRukoKzgyCqqyP/LUmQcL9zz+lxtDgSFar6E4/uS4x1a+RxFyej/kMvi/ qUw9lPiB6uqhuesOslEjzg== 0000890587-97-000042.txt : 19970922 0000890587-97-000042.hdr.sgml : 19970922 ACCESSION NUMBER: 0000890587-97-000042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970918 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHARED TECHNOLOGIES FAIRCHILD INC CENTRAL INDEX KEY: 0000817632 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 870424558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40041 FILM NUMBER: 97682145 BUSINESS ADDRESS: STREET 1: 100 GREAT MEADOW RD STREET 2: STE 104 CITY: WETHERSFIELD STATE: CT ZIP: 06109 BUSINESS PHONE: 8602582400 MAIL ADDRESS: STREET 1: 100 GREAT MEADOW ROAD SUITE 104 STREET 2: 100 GREAT MEADOW ROAD SUITE 104 CITY: WETHERSFIELD STATE: CT ZIP: 06109 FORMER COMPANY: FORMER CONFORMED NAME: SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP /CT DATE OF NAME CHANGE: 19960430 FORMER COMPANY: FORMER CONFORMED NAME: SHARED TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 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 Shared Technologies Fairchild Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.004 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 818905101 - -------------------------------------------------------------------------------- (Cusip Number) Daniel R. Tisch 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) September 17, 1997 - -------------------------------------------------------------------------------- (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 7 Pages SCHEDULE 13D CUSIP No. 818905101 Page 2 of 7 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 1,074,500 ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,074,500 ------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,074,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 7 Pages This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on September 8, 1997 (the "Schedule 13D") by Mentor Partners, L.P., a Delaware limited partnership (the "Partnership"), relating to Common Stock, par value $0.004 per share (the "Shares"), of Shared Technologies Fairchild 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: The $10,818,905.46 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 of the Company Shares acquired by the Partnership were purchased in the ordinary course of business. The $869,368.25 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 7 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 994,500 Shares of the Company (or approximately 6.0% of the Company's Common Stock outstanding on August 13, 1997) and the Partnership may be deemed to own beneficially an aggregate of an additional 80,000 Shares of the Company (or 0.5% of the Company common stock outstanding on August 13, 1997) owned by Offshore, in each case based on the number of 16,570,008 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 7 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. September 18, 1997 ------------------ (Date) /s/ Daniel Tisch ---------------- (Signature) Daniel R. Tisch Authorized Signatory MENTOR PARTNERS, L.P. --------------------- (Name/Title) Page 5 of 7 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 July 17, 1997 303,200 3,219,074.40 10.617 July 18, 1997 57,500 610,972.00 10.626 July 25, 1997 1,000 10,592.50 10.593 July 30, 1997 55,000 582,444.50 10.590 July 30, 1997 25,000 266,875.00 10.675 August 4, 1997 3,000 31,965.00 10.655 August 12, 1997 20,000 215,000.00 10.750 August 12, 1997 9,500 102,378.65 10.777 August 13, 1997 45,000 483,750.00 10.750 August 13, 1997 26,500 285,450.05 10.772 August 27, 1997 62,000 667,740.00 10.770 August 28, 1997 75,500 812,855.65 10.766 September 2, 1997 15,500 167,169.05 10.785 September 2, 1997 81,100 876,893.75 10.813 September 9, 1997 10,000 116,450.00 11.645 September 10, 1997 40,000 470,176.00 11.754 September 11, 1997 29,700 345,856.50 11.645 September 11, 1997 6,000 70,680.00 11.780 September 12, 1997 13,000 153,010.00 11.770 September 15, 1997 24,700 289,493.88 11.720 September 16, 1997 10,000 115,513.00 11.551 September 17, 1997 40,500 458,156.25 11.313 September 17, 1997 40,800 466,409.28 11.432 Offshore July 17, 1997 20,000 212,340.00 10.617 July 18, 1997 5,000 53,128.00 10.626 July 30, 1997 5,000 52,949.50 10.590 July 30, 1997 5,000 53,375.00 10.675 Page 6 of 7 Pages August 4, 1997 5,000 53,275.00 10.655 August 12, 1997 10,000 107,500.00 10.750 August 21, 1997 2,000 21,310.00 10.655 August 27, 1997 8,000 86,160.00 10.770 September 10, 1997 5,000 58,750.00 11.750 September 17, 1997 7,500 84,843.75 11.313 September 17, 1997 7,500 85,737.00 11.432 ================================================================================ All Shares were purchased in transactions on the NASDAQ National Market. 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