-----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, P6Ms6GDYSR0VAp1xQackY67qZsnZrqrH4G76E3zitVDr4oeHU32VFjHlu7bodTMd 2kwOKYWM+o0dUKLjTp6esw== 0001005477-98-002915.txt : 19981016 0001005477-98-002915.hdr.sgml : 19981016 ACCESSION NUMBER: 0001005477-98-002915 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981015 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 13G SEC ACT: SEC FILE NUMBER: 005-52187 FILM NUMBER: 98725788 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 13G 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 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )(1) NACT Telecommunications, Inc. ---------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value ---------------------------------------------------- (Title of Class of Securities) 62872G109 ---------------------------------------------------- (CUSIP Number) None* ---------------------------------------------------- (Date of Event Which Requires Filing of this Statement) (1) The remainder of this cover page shall be filled out for a reporting person'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). * The reporting person is filing this Schedule 13G to convert it from being a Schedule 13D filer to a Schedule 13G filer with respect to the securities and the issuer named above pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934. Page 1 of 5 Pages CUSIP No. 62872G109 13G Page 2 of 5 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 Citizenship or Place of Organization State of Delaware - -------------------------------------------------------------------------------- 5 Sole Voting Power Number of Shares 670,400 Beneficially -------------------------------------------------------- Owned By 6 Shared Voting Power Each Reporting 0 Person -------------------------------------------------------- With 7 Sole Dispositive Power 670,400 -------------------------------------------------------- 8 Shared Dispositive Power 0 -------------------------------------------------------- - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 670,400 - -------------------------------------------------------------------------------- 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 11 Percent of Class Represented By Amount in Row (9) 8.2% - -------------------------------------------------------------------------------- 12 Type of Reporting Person PN - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 5 Pages Item 1(a). Name of Issuer: The name of the issuer is NACT Telecommunications, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: The Issuer's principal executive offices are located at 191 West 5200 North, Provo, Utah 84606. Item 2(a). Name of Person Filing: This report is being filed by Mentor Partners, L.P. (the "Reporting Person"). Item 2(b). Address of Principal Business Office or, if None, Residence: The Reporting Person's principal business address is 500 Park Avenue, New York, New York 10022. Item 2(c). Citizenship: The Reporting Person is a limited partnership organized under the laws of Delaware. Item 2(d). Title of Class of Securities: The report covers the Issuer's Common Stock (the "Common Stock"), par value $.01 per share. Item 2(e). CUSIP Number: The CUSIP number of the Common Stock is 62872G109. Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |_| Broker and dealer registered under Section 15 of the Exchange Act. (b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act. (c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) |_| Investment company registered under Section 8 of the Investment Company Act. (e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Page 3 of 5 Pages If this statement is filed pursuant to Rule 13d-1(c), check this box. |X| Item 4. Ownership (a) Amount beneficially owned: As of October 14, 1998, the Reporting Person beneficially owned 670,400 shares (the "Shares") of Common Stock which includes (i) 615,400 shares of Common Stock held directly by the Reporting Person and (ii) 55,000 shares of Common Stock held by Mentor Offshore Fund Limited ("Offshore"), a Cayman Islands company. The general partner of the Reporting Person acts as the investment advisor to Offshore and votes shares held by Offshore. (b) Percent of class: As of June 30, 1998, the Issuer had outstanding 8,133,830 shares of Common Stock. The 670,400 shares of Common Stock held beneficially by the Reporting Person represented 8.2% of the outstanding shares of Common Stock. (c) Number of Shares as to which the Reporting Person has: (i) sole power to vote or direct the vote -- 670,400 shares; (ii) shared power to vote or to direct the vote -- none; (iii) sole power to dispose or direct the disposition of -- 670,400 shares; and (iv) shared power to dispose or to direct the disposition of -- none. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on By The Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 4 of 5 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 14, 1998 ----------------------------- (Date) /s/ Daniel R. Tisch ----------------------------- (Signature) Daniel R. Tisch Authorized Signatory MENTOR PARTNERS, L.P. ----------------------------- (Name/Title) Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----