-----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, GUmyEo/NZUyhWJPO+MfbQdGCI4RY4iJy3cjU4YLvhq9oem0AjeaiVW8zwudgwHCV UnuzpKPGvRBHQav3ddE/Ww== 0001005477-98-002869.txt : 19981006 0001005477-98-002869.hdr.sgml : 19981006 ACCESSION NUMBER: 0001005477-98-002869 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981005 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NACT TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0001027600 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 870378662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52187 FILM NUMBER: 98720977 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/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)(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) October 2, 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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) - ---------- (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 Cusip No. 62872G109 13D Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 649,300 Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 9 Sole Dispositive Power 649,300 -------------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 649,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 7 Pages This Amendment No. 2 amends the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 23, 1998, as amended on March 2, 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 $9,800,301.20 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 $883,127.34 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 596,000 Shares of the Company (or approximately 7.3% of the Company's Common Stock outstanding on June 30, 1998) and the Partnership may be deemed to own beneficially an aggregate of an additional 53,300 Shares of the Company (or 0.7% of the Company's Common Stock outstanding on June 30, 1998) owned by Offshore, in each case based on the number of 8,133,830 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. October 2, 1998 ----------------------------- (Date) /s/ Daniel R. Tisch ----------------------------- (Signature) Daniel R. Tisch Authorized Signatory MENTOR PARTNERS, L.P. ----------------------------- (Name/Title) Page 5 of 7 Pages EXHIBIT INDEX Exhibit A -- Acquisitions of Shares by the Partnership During the Past Sixty Days. Page 6 of 7 Pages EXHIBIT A Acquisitions of Shares by the Partnership During the Past Sixty Days Date of Number Price Per Entity Transaction of Shares Aggregate Price Share ------ ----------- --------- --------------- ----- Partnership September 18, 1998 3,200 48,096.00 15.030 September 18, 1998 4,000 60,120.00 15.030 October 1, 1998 2,000 28,560.00 14.280 October 2, 1998 12,100 155,163.14 12.823 ============================================================================== All Shares acquired by the Partnership were purchased in transactions on the over-the-counter market. Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----