0001193125-12-508037.txt : 20121219 0001193125-12-508037.hdr.sgml : 20121219 20121219142553 ACCESSION NUMBER: 0001193125-12-508037 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121219 DATE AS OF CHANGE: 20121219 GROUP MEMBERS: JOHN R. MUSE GROUP MEMBERS: RETAIL & RESTAURANT GROWTH CAPITAL, L.P. GROUP MEMBERS: RETAIL & RESTAURANT GROWTH MANAGEMENT, INC. GROUP MEMBERS: RETAIL & RESTAURANT GROWTH PARTNERS, L.P. GROUP MEMBERS: STRATFORD CAPITAL CORP GROUP MEMBERS: STRATFORD CAPITAL GP ASSOCIATES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELETOUCH COMMUNICATIONS INC CENTRAL INDEX KEY: 0000928659 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 752556090 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45725 FILM NUMBER: 121273976 BUSINESS ADDRESS: STREET 1: 1913 DEERBROOK CITY: TYLER STATE: TX ZIP: 75703 BUSINESS PHONE: 9035958800 MAIL ADDRESS: STREET 1: 1913 DEERBROOK CITY: TYLER STATE: TX ZIP: 75703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STRATFORD CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001134917 IRS NUMBER: 752666378 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 5127407377 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 d455803dsc13da.htm SCHEDULE 13D AMENDMENT NO. 6 Schedule 13D Amendment No. 6

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

TELETOUCH COMMUNICATIONS, INC.

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

87951V 10 7

(CUSIP Number)

David W. Knickel

c/o Stratford Capital Partners, L.P.

200 Crescent Court, Suite 1600

Dallas, Texas 75201

(214) 740-7300

Raymond C. Hemmig

c/o Retail & Restaurant Growth Capital, L.P.

2701 E. Plano Pkwy, Suite 200

Plano, TX 75074

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

copy to:

Christopher R. Rowley

Vinson & Elkins LLP

2001 Ross Avenue

Suite 3700

Dallas, Texas 75201-2975

(214) 220-7700

December 7, 2012

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 204.13d-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 for other parties to whom copies are to be sent.

 

* 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).

(Continued on following pages)

 

 

 


CUSIP No. 87951V 10 7   13D  

 

  (1)   

Names of reporting persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Stratford Capital Partners, L.P./ 75-0476592

  (2)  

Check the appropriate box if a member of a group

 

(a)  þ

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

Texas, United States    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

0    

     (8)   

Shared voting power

 

17,610,000 Shares of Common Stock (1)    

     (9)   

Sole dispositive power

 

0    

   (10)   

Shared dispositive power

 

17,610,000 Shares of Common Stock (1)

(11)  

Aggregate amount beneficially owned by each reporting person

 

17,610,000 Shares of Common Stock

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨    

(13)  

Percent of class represented by amount in Row (11)

 

36.1%    

(14)  

Type of reporting person

 

PN    

 

(1) In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Stratford Capital Partners, L.P. acquired an aggregate 2,610,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Stratford Capital Partners, L.P. acquired an aggregate 15,000,000 shares of common stock of the issuer. These shares are held of record by Stratford Capital Partners, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2.

 

2


CUSIP No. 87951V 10 7   13D  

 

  (1)   

Names of reporting persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Stratford Capital GP Associates, L.P./ 75-2606990

  (2)  

Check the appropriate box if a member of a group

 

(a)  þ

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

Texas, United States    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

0    

     (8)   

Shared voting power

 

17,610,000 Shares of Common Stock (1)    

     (9)   

Sole dispositive power

 

0    

   (10)   

Shared dispositive power

 

17,610,000 Shares of Common Stock (1)

(11)  

Aggregate amount beneficially owned by each reporting person

 

17,610,000 Shares of Common Stock

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨    

(13)  

Percent of class represented by amount in Row (11)

 

36.1%    

(14)  

Type of reporting person

 

PN    

 

(1) In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Stratford Capital Partners, L.P. acquired an aggregate 2,610,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Stratford Capital Partners, L.P. acquired an aggregate 15,000,000 shares of common stock of the issuer. These shares are held of record by Stratford Capital Partners, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2.

 

3


CUSIP No. 87951V 10 7   13D  

 

  (1)   

Names of reporting persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Stratford Capital Corporation / 75-2612425

  (2)  

Check the appropriate box if a member of a group

 

(a)  þ

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

Texas, United States    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

0    

     (8)   

Shared voting power

 

17,610,000 Shares of Common Stock (1)    

     (9)   

Sole dispositive power

 

0    

   (10)   

Shared dispositive power

 

17,610,000 Shares of Common Stock (1)

(11)  

Aggregate amount beneficially owned by each reporting person

 

17,610,000 Shares of Common Stock

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨    

(13)  

Percent of class represented by amount in Row (11)

 

36.1%    

(14)  

Type of reporting person

 

CO

 

(1) In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Stratford Capital Partners, L.P. acquired an aggregate 2,610,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Stratford Capital Partners, L.P. acquired an aggregate 15,000,000 shares of common stock of the issuer. These shares are held of record by Stratford Capital Partners, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2.

 

4


CUSIP No. 87951V 10 7   13D  

 

  (1)   

Names of reporting persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

John R. Muse

  (2)  

Check the appropriate box if a member of a group

 

(a)  þ

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

Texas, United States    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

0    

     (8)   

Shared voting power

 

17,610,000 Shares of Common Stock (1)    

     (9)   

Sole dispositive power

 

0    

   (10)   

Shared dispositive power

 

17,610,000 Shares of Common Stock (1)

(11)  

Aggregate amount beneficially owned by each reporting person

 

17,610,000 Shares of Common Stock

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨    

(13)  

Percent of class represented by amount in Row (11)

 

36.1%    

(14)  

Type of reporting person

 

IN    

 

(1) In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Stratford Capital Partners, L.P. acquired an aggregate 2,610,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Stratford Capital Partners, L.P. acquired an aggregate 15,000,000 shares of common stock of the issuer. These shares are held of record by Stratford Capital Partners, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2.

 

5


CUSIP No. 87951V 10 7   13D  

 

  (1)   

Names of reporting persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Retail & Restaurant Growth Capital, L.P. / 75-2623610

  (2)  

Check the appropriate box if a member of a group

 

(a)  þ

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

Delaware, United States    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

0    

     (8)   

Shared voting power

 

11,740,000 Shares of Common Stock (1)    

     (9)   

Sole dispositive power

 

0    

   (10)   

Shared dispositive power

 

11,740,000 Shares of Common Stock (1)

(11)  

Aggregate amount beneficially owned by each reporting person

 

11,740,000 Shares of Common Stock

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨    

(13)  

Percent of class represented by amount in Row (11)

 

24.1%    

(14)  

Type of reporting person

 

PN    

 

(1) In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 1,740,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 10,000,000 shares of common stock of the issuer. These shares are held of record by Retail & Restaurant Growth Capital, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2.

 

6


CUSIP No. 87951V 10 7   13D  

 

  (1)   

Names of reporting persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Retail & Restaurant Growth Partners, L.P. / 75-2623607

  (2)  

Check the appropriate box if a member of a group

 

(a)  þ

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

Delaware, United States    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

0    

     (8)   

Shared voting power

 

11,740,000 Shares of Common Stock (1)    

     (9)   

Sole dispositive power

 

0    

   (10)   

Shared dispositive power

 

11,740,000 Shares of Common Stock (1)

(11)  

Aggregate amount beneficially owned by each reporting person

 

11,740,000 Shares of Common Stock

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨    

(13)  

Percent of class represented by amount in Row (11)

 

24.1%    

(14)  

Type of reporting person

 

PN    

 

(1) In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 1,740,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 10,000,000 shares of common stock of the issuer. These shares are held of record by Retail & Restaurant Growth Capital, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2.

 

7


CUSIP No. 87951V 10 7   13D  

 

  (1)   

Names of reporting persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

Retail & Restaurant Growth Management, Inc. / 75-2623606

  (2)  

Check the appropriate box if a member of a group

 

(a)  þ

(b)  ¨

  (3)  

SEC use only

 

  (4)  

Source of funds

 

OO    

  (5)  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

¨    

  (6)  

Citizenship or place of organization

 

Delaware, United States    

Number of

shares

beneficially

owned by

each

reporting

person

with

     (7)    

Sole voting power

 

0    

     (8)   

Shared voting power

 

11,740,000 Shares of Common Stock (1)    

     (9)   

Sole dispositive power

 

0    

   (10)   

Shared dispositive power

 

11,740,000 Shares of Common Stock (1)

(11)  

Aggregate amount beneficially owned by each reporting person

 

11,740,000 Shares of Common Stock

(12)  

Check box if the aggregate amount in Row (11) excludes certain shares

 

¨    

(13)  

Percent of class represented by amount in Row (11)

 

24.1%    

(14)  

Type of reporting person

 

CO    

 

(1) In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 1,740,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 10,000,000 shares of common stock of the issuer. These shares are held of record by Retail & Restaurant Growth Capital, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2.

 

8


AMENDMENT NO. 6 TO SCHEDULE 13D

This Amendment No. 6 to Schedule 13D (this “Sixth Amendment”) amends and supplements the Schedule 13D originally filed on August 21, 2006, as amended by Amendment No. 1 on August 28, 2006, Amendment No. 2 on September 24, 2010, Amendment No. 3 on August 15, 2011, Amendment No. 4 on August 18, 2011 and Amendment No. 5 on July 19, 2012 (collectively, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share, of Teletouch Communications, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended by adding the following:

As previously disclosed in this Item 3, on August 18, 2011, TLL Partners, L.L.C., a Delaware limited liability company (“TLL Partners”), Stratford Capital Partners, L.P., a Texas limited partnership (“Stratford”) and Retail & Restaurant Growth Capital, L.P., a Delaware limited partnership (“RRGC”) entered into the Put and Call and Transfer Restriction Agreement (the “Put Agreement”) whereby, among other things, TLL Partners granted Stratford and RRGC the Stratford/RRGC Put Option during the Stratford/RRGC Put Option Period. On December 7, 2012, TLL Partners, Stratford and RRGC entered into the Amendment No. 1 to Put and Call and Transfer Restriction Agreement whereby the parties amended the Put Agreement in order to extend the Stratford/RRGC Put Option Period to 11:59 p.m. Dallas, Texas time on January 18, 2013.

 

Item 6. Contracts, Arrangements, Understandings or Relationships

Item 3 of the Schedule 13D is amended by adding the following:

The information set forth in Item 3 of this Sixth Amendment is incorporated herein by reference.

 

Item 7. Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby supplemented to add the following:

Exhibit L     Amendment No. 1 to Put and Call and Transfer Restriction Agreement

 

9


SIGNATURES

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.

Dated: December 18, 2012

 

STRATFORD CAPITAL PARTNERS, L.P.
By:   Stratford Capital GP Associates, L.P., its general partner
  By:   Stratford Capital Corporation, its general partner
    By:   /s/ David W. Knickel
      David W. Knickel, Vice President
STRATFORD CAPITAL GP ASSOCIATES, L.P.
By:   Stratford Capital Corporation, its general partner
  By:   /s/ David W. Knickel
    David W. Knickel, Vice President
STRATFORD CAPITAL CORPORATION
By:   /s/ David W. Knickel
  David W. Knickel, Vice President
/s/ John R. Muse
John R. Muse
RETAIL & RESTAURANT GROWTH CAPITAL, L.P.
By:   Retail & Restaurant Growth
  Partners, L.P., its general partner
  By:   Retail & Restaurant Growth Management, Inc., its general partner
    By:   /s/ Raymond C. Hemmig
      Raymond C. Hemmig, Chairman and CEO

 

S-1


RETAIL & RESTAURANT GROWTH PARTNERS, L.P.
By:   Retail & Restaurant Growth Management, Inc., its general partner
  By:   /s/ Raymond C. Hemmig
    Raymond C. Hemmig, Chairman and CEO
RETAIL & RESTAURANT GROWTH MANAGEMENT, INC.
By:   /s/ Raymond C. Hemmig
  Raymond C. Hemmig, Chairman and CEO

 

S-2

EX-99.L 2 d455803dex99l.htm AMENDED PUT AND CALL AND TRANSFER RESTRICTION AGREEMENT Amended Put and Call and Transfer Restriction Agreement

EXHIBIT L

AMENDMENT NO. 1

TO

PUT AND CALL AND TRANSFER RESTRICTION AGREEMENT

This Amendment No. 1 to Put and Call and Transfer Restriction Agreement (this “Amendment”) is made and entered into as of December 7, 2012, by and among Retail & Restaurant Growth Capital, L.P., a Delaware limited partnership (“RRGC”), Stratford Capital Partners, L.P., a Texas limited partnership (“Stratford”), and TLL Partners, L.L.C., a Delaware limited liability company (“TLLP”). Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to such terms in the Agreement (as defined below).

The parties entered into the Put and Call and Transfer Restriction Agreement dated August 18, 2011 (the “Agreement”).

Pursuant to the Agreement, TLLP granted to Stratford and RRGC the right and option, exercisable by giving a Put Option Notice to TLLP during the Put Option Period, to require TLLP to repurchase from Stratford and/or RRGC, as applicable, all or any portion of the Stratford Shares and/or the RRGC Shares held by Stratford or RRGC, as applicable, in accordance with the terms of the Agreement.

The parties now desire to amend the Agreement in order to extend the Put Option Period as specified in this Amendment.

The parties agree as follows:

 

  1. Amendment to the Agreement.

The second paragraph of the Recitals of the Agreement is hereby amended by replacing the words “6:00 p.m. Dallas, Texas time on December 16, 2012” with the words “11:59 p.m. Dallas, Texas time on January 18, 2013.” Accordingly, the termination of the Put Option Period is hereby extended to 11:59 p.m. Dallas, Texas time on January 18, 2013.

 

  2. Miscellaneous.

 

  (a) Effect of Amendment. All other provisions of the Agreement remain in full force and effect, and all rights, duties and obligations remain unchanged except as expressly provided in this Amendment.

 

  (b) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of law rules of such state.

 

  (c) Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile copies hereof or signature hereon shall, for all purposes, be deemed originals.

 

Exhibit L-1


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

 

RETAIL & RESTAURANT GROWTH CAPITAL, L.P.
By:   Retail & Restaurant Growth Partners, its general partner
By:   Retail & Restaurant Growth Management, Inc., its general partner
By:   /s/ Joseph L. Harberg
Name:   Joseph L. Harberg
Title:   President
STRATFORD CAPITAL PARTNERS, L.P.
By:   Stratford Capital GP Associates L.P., its general partner
By:   Stratford Capital Corporation, its general partner
By:   /s/ David W. Knickel
Name:   David W. Knickel
Title:   Vice President
TLL PARTNERS, L.L.C.
By:   /s/ Robert M. McMurrey
Name:   Robert M. McMurrey
Title:   Sole Manager

 

Exhibit L-2