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 persons 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
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