-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NNPNzgclGmcK9U9Nj8c3IkW1OLA9H/vvQ48/AMIlgx3ucfENKMtWwqLcBbAt9ZRn UID+OLq+p01+tKrVR/9vrA== 0000898822-94-000047.txt : 19940415 0000898822-94-000047.hdr.sgml : 19940415 ACCESSION NUMBER: 0000898822-94-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER & PORTER CO CENTRAL INDEX KEY: 0000037115 STANDARD INDUSTRIAL CLASSIFICATION: 3823 IRS NUMBER: 230582516 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11850 FILM NUMBER: 94522818 BUSINESS ADDRESS: STREET 1: 125 E COUNTY LINE RD CITY: WARMINSTER STATE: PA ZIP: 18974 BUSINESS PHONE: 2156746000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR PARTNERS LP CENTRAL INDEX KEY: 0000904197 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 061260469 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 499 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129357640 SC 13D/A 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Fischer & Porter Company (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 337693105 (CUSIP Number) Daniel R. Tisch Mentor Partners, L.P. 499 Park Avenue New York, New York 10022 (212) 935-7640 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 13, 1994 (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 report- ing 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.) CUSIP No. 337693105 (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Mentor Partners, L.P. 06-126-0469 (2) Check the Appropriate Row if a Member of a Group (a) (b) X (3) SEC Use Only (4) Sources of Funds WC (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 220,000 shares Number of Shares Beneficially (8) Shared Voting Power Owned by Each (9) Sole Dispositive Power Reporting 220,000 shares Person With (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 220,000 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row (11) Approximately 4.2% (14) Type of Reporting Person PN -2- This Amendment No. 1 amends the Schedule 13D dated March 23, 1994 (the "Schedule 13D") filed by Mentor Partners, L.P. (the "Partnership") relating to its beneficial ownership of Common Stock, par value $1.00 per share (the "Shares"), of Fischer & Porter Company, a Pennsylvania corporation (the "Company"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Schedule 13D. 1. The information set forth under Item 3 in the Schedule 13D is hereby amended and supplemented by adding the following thereto: The $645,203.00 used by the Partnership to purchase in the aggregate 28,400 Shares pursuant to the transactions set forth in paragraph 5 below ("Acquisitions of Shares by the Partnership Since the Most Recent Filing on Schedule 13D") came from the Partnership's working capital. All of the Shares acquired by the Partnership as set forth in paragraph 5 below were purchased in the ordinary course of the Partnership's business. In addition, the Partnership has sold an aggregate of 110,000 Shares pursuant to the transactions set forth in paragraph 5 below ("Dispositions of Shares by the Partnership Since the Most Recent Filing on Schedule 13D"). -3- 2. The information set forth in Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following thereto: As of the close of business on April 13, 1994, the Partnership beneficially owned an aggregate of 220,000 Shares (which is approximately 4.2% of the Shares outstanding on February 28, 1994, based on information reported in the Company's Annual Report on Form 10-K for the year ended December 31, 1993 filed with the Securi- ties and Exchange Commission and dated March 31, 1994). 3. The information set forth in Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following thereto: Except as set forth on Schedule A, as amended by the information contained in paragraph 5 below, no transactions in the Shares have been effected since the most recent filing on Schedule 13D by the Partnership or, to its best knowledge, any Control Person. 4. The information set forth in Item 5(e) of the Schedule 13D is hereby amended and restated in its entirety as follows: (e) The Partnership ceased to be the beneficial owner of more than five percent of the Shares on April 13, 1994. -4- 5. Schedule A of the Schedule 13D is hereby amended and supplemented by adding thereto the following information: Acquisitions of Shares by the Partnership Since the Most Recent Filing on Schedule 13D
Date of Amount of Price Per Transaction Shares Aggregate Price Share March 29, 1994 8,400 $ 191,604.00 $22.810 March 30, 1994 2,700 61,249.00 22.685 March 31, 1994 7,300 165,600.00 22.685 April 8, 1994 10,000 226,750.00 22.675
All Shares were purchased in transactions on the American Stock Exchange. Dispositions of Shares by the Partnership Since the Most Recent Filing on Schedule 13D
Date of Amount of Price Per Transaction Shares Aggregate Price Share April 11, 1994 15,000 $ 363,138.00 $24.210 April 13, 1994 95,000 2,243,512.00 23.6167
All Shares were sold in transactions on the American Stock Exchange or on the third market. -5- SIGNATURE After reasonable inquiry and to the best of my kno- wledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 14, 1994 MENTOR PARTNERS, L.P. By: /s/ Daniel R. Tisch Daniel R. Tisch Authorized Signature -6- -----END PRIVACY-ENHANCED MESSAGE-----