-----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, DQkCDNYNl9EqYhXVPPkirZ0zoSTpkrqqJB6IXCuHTJK2/XkJW6U86xTmkkqWWtzc kLE9vbpK4uDcdAXkonrstw== 0000950109-98-004702.txt : 19981007 0000950109-98-004702.hdr.sgml : 19981007 ACCESSION NUMBER: 0000950109-98-004702 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981006 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHARED TECHNOLOGIES CELLULAR INC CENTRAL INDEX KEY: 0000933583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 061386411 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46375 FILM NUMBER: 98721158 BUSINESS ADDRESS: STREET 1: 100 GREAT MEADOW RD STREET 2: SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 BUSINESS PHONE: 8602582500 MAIL ADDRESS: STREET 1: C/O SHARED TECHNOLOGIES CELLULAR INC STREET 2: 100 GREAT MEADOW ROAD SUITE 102 CITY: WETHERSFIELD STATE: CT ZIP: 06109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENNISMORE CORP CENTRAL INDEX KEY: 0001063949 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX IITH 3101 15 QUEEN STREET STREET 2: HAMILTON HANX BERMUDA BUSINESS PHONE: 0179251125 MAIL ADDRESS: STREET 1: P O BOX 11TH 3101 STREET 2: 15 QUEEN STREET HAMILTON HANK CITY: BERMUDA SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D/A -------------------------------- / OMB APPROVAL / -------------------------------- / OMB Number: 3235-0145 / / Expires: October 31, 1994 / / Estimated average burden / / hours per form ....... 14.90 / ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SHARED TECHNOLOGIES CELLULAR INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 819487101 --------------------------------------------------------------- (CUSIP Number) The Ennismore Corporation, 24 Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 8, 1997 --------------------------------------------------------------- (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 reporting 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 819487202 PAGE 2 OF 7 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE ENNISMORE CORPORATION NO S.S. OR I.R.S. IDENTIFICATION NUMBER - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 BRITISH VIRGIN ISLANDS - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 833,333 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 NONE OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,666,666 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 NONE - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,666,666 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 20.73% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP NO: 819487101 PAGE 3 OF 7 PAGES Amendment No.1 to Statement on Schedule 13D Shared Technologies Cellular, Inc Item 1. Security and Issuer This Statement relates to the Common Stock, par value US$.01 per share (the "Common Stock") of Shared Technologies Cellular, Inc (the "Issuer") whose principal executive offices are located at 100 Great Meadow Road, Suite 104, Wethersfield, CT 06109, USA. Item 2. Identity and Background This Amendment No.1 to Statement on Schedule 13D (the "Amendment") is filed with respect to an event on 8th December, 1997 when an error in the number of shares and warrants reported as beneficially owned came to light. This Amendment No.1 amends the Statement on Schedule 13D filed with respect to an Event on 12th August, 1997 (the "Statement"), and is filed by The Ennismore Corporation. The Ennismore Corporation is incorporated under the laws of The British Virgin Islands. The principal business of The Ennismore Corporation is as an investment holding company. The address of its principal business and its principal office is: 24 De Castro Street Wickhams Cay 1 Road Town Tortola British Virgin Islands The names, titles, citizenship and business addresses of the directors and executive officers of The Ennismore Corporation are set out below: CUSIP NO: 819487101 PAGE 4 OF 7 PAGES Name & Position Business Address --------------- ---------------- First Board Limited PO Box 472 St Peter's House Le Bordage St Peter Port Guernsey GY1 6AX Channel Islands Second Board Limited PO Box 472 St Peter's House Le Bordage St Peter Port Guernsey GY1 6AX Channel Islands Third Board Limited PO Box 472 St Peter's House Le Bordage St Peter Port Guernsey GY1 6AX Channel Islands There are no other executive officers or directors of The Ennismore Corporation. During the last five years, neither The Ennismore Corporation nor any of its directors or officers has been convicted in any criminal proceeding. During the last five years, neither The Ennismore Corporation nor any of its directors or officers has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which was or is a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On 12th August 1997 The Ennismore Corporation used $250,000 from its working capital to purchase 250,000 shares of Series B Convertible Preferred Stock of the Issuer. Immediately following CUSIP NO: 819487101 PAGE 5 OF 7 PAGES such purchase, The Ennismore Corporation converted all of the shares of Series B Convertible Preferred Stock of the Issuer into shares of Common Stock of the Issuer. The conversion of the Series B Convertible Preferred Stock into shares of Common Stock on August 12, 1997 did not require further funds. Item 4. Purpose of Transaction The Ennismore Corporation acquired the securities of the Issuer for investment purposes. Such securities were not acquired for the purpose of, and do not have the effect of, changing the control of the Issuer and were not acquired in connection with, or as a participant in, any transaction having such purpose or effect. Item 5. Interest in Securities of the Issuer During the 60 day period prior to 12th August, 1997, The Ennismore Corporation did not make any transactions in securities of the Issuer. Prior to 12th August, 1997, The Ennismore Corporation did not own any securities of the Issuer. On 12th August, 1997, the number of shares of Common Stock of the Issuer issued and outstanding was 7,206,466. On 12th August, 1997, The Ennismore Corporation purchased 250,000 shares of Series B Convertible Preferred Stock of the Issuer for $250,000 which it immediately converted into 833,333 shares of Common Stock of the Issuer and 833,333 warrants to purchase shares of Common Stock of the Issuer. In the Statement dated 12th August, 1997, in error, it was reported that the Preferred Stock was converted into 833,000 shares and 833,000 warrants. The exercise price under the warrants is $3.00 per share (subject to adjustments in certain circumstances). The warrants expire on August 12, 2002. Therefore to correct, on 12th August, 1997, The Ennismore Corporation: CUSIP NO: 819487101 PAGE 6 OF 7 PAGES (i) had sole power to vote and sole power to dispose of 833,333 shares of Common Stock of the Issuer (10.36%); and (ii) had sole power to dispose of warrants to purchase 833,333 shares of Common Stock of the Issuer (10.36%); and (iii) would have, upon exercise of the warrants in full, sole power to vote and sole power to dispose of a total of 1,666,666 shares of Common Stock of the Issuer (20.73%). On 8th December, 1997 the number of shares of Common Stock of the Issuer issued and outstanding was 7,206,466. On 8th December, 1997, The Ennismore Corporation: (i) had sole power to vote and sole power to dispose of 833,333 shares of Common Stock of the Issuer (10.36%); and (ii) had sole power to dispose of warrants to purchase 833,333 shares of Common Stock of the Issuer (10.36%); and (iii) would have, upon exercise of the warrants in full, sole power to vote and sole power to dispose of a total of 1,666,666 shares of Common Stock of the Issuer (20.73%). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable CUSIP NO: 819487101 PAGE 7 OF 7 PAGES Item 7. Material to be filed as Exhibits. Not applicable 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. 26 August 1998 /s/ First Board Limited Dated: ................... .............................. The Ennismore Corporation EX-99 2 EXHIBIT A OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response....14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* SHARED TECHNOLOGIES CELLULAR INC ________________________________________________________________________________ (Name of Issuer) COMMON STOCK ________________________________________________________________________________ (Title of Class of Securities) 81948701 _______________________________________________________________ (CUSIP Number) THE ENNISMORE CORPORATION, 24 CASTRO STREET, WICKHAMS CAY 1 ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 12 AUGUST 1997 _______________________________________________________________ (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 [X]. (A fee is not required only if the reporting 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). =============================================================================== SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 819487101 PAGE 2 OF 6 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE ENNISMORE CORPORATION NO SS OR IRS NO - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 BRITISH VIRGIN ISLANDS - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 833,000 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY NONE ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,666,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 NONE - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,666,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 20.72% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Statement on Schedule 13D Shared Technologies Cellular, Inc Item 1. Security and Issuer This Statement relates to the Common Stock, par value US$.01 per share (the "Common Stock") of Shared Technologies Cellular, Inc (the "Issuer") whose principal executive offices are located at 100 Great Meadow Road, Suite 104, Wethersfield, CT 06109, USA. Item 2. Identity and Background This Statement on Schedule 13D (the "Statement") is filed with respect to an Event on 12th August, 1997, and is filed by The Ennismore Corporation. The Ennismore Corporation is incorporated under the laws of The British Virgin Islands. The principal business of The Ennismore Corporation is as an investment holding company. The address of its principal business and its principal office is: 24 De Castro Street Wickhams Cay 1 Road Town Tortola British Virgin Islands The names, titles, citizenship and business addresses of the directors and executive officers of The Ennismore Corporation are set out below: Name & Position Business Address --------------- ---------------- First Board Limited PO Box 472 St Peter's House Le Bordage St Peter Port Guernsey GY1 6AX Channel Islands Second Board Limited PO Box 472 St Peter's House Le Bordage St Peter Port Guernsey GY1 6AX Channel Islands Third Board Limited PO Box 472 St Peter's House Le Bordage St Peter Port Guernsey GY1 6AX Channel Islands There are no other executive officers or directors of The Ennismore Corporation. During the last five years, neither The Ennismore Corporation nor any of its directors or officers has been convicted in any criminal proceeding. During the last five years, neither The Ennismore Corporation nor any of its directors or officers has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which was or is a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On 12th August 1997 The Ennismore Corporation used $250,000 from its working capital to purchase 250,000 shares of Series B Convertible Preferred Stock of the Issuer. Immediately following such purchase, The Ennismore Corporation converted all of the shares of Series B Convertible Preferred Stock of the Issuer into shares of Common Stock of the Issuer. The conversion of the Series B Convertible Preferred Stock into shares of Common Stock on August 12, 1997 did not require further funds. Item 4. Purpose of Transaction The Ennismore Corporation acquired the securities of the Issuer for investment purposes. Such securities were not acquired for the purpose of, and do not have the effect of, changing the control of the Issuer and were not acquired in connection with, or as a participant in, any transaction having such purpose or effect. Item 5. Interest in Securities of the Issuer During the 60 day period prior to 12th August, 1997, The Ennismore Corporation did not make any transactions in securities of the Issuer. Prior to 12th August, 1997, The Ennismore Corporation did not own any securities of the Issuer. On August 12, 1997 the number of shares of Common Stock of the Issuer issued and outstanding was 7,206,466. On 12th August, 1997, The Ennismore Corporation purchased 250,000 shares of Series B Convertible Preferred Stock of the Issuer for $250,000 which it immediately converted into 833,333 shares of Common Stock of the Issuer and 833,333 warrants to purchase shares of Common Stock of the Issuer. The exercise price under the warrants is $3.00 per share (subject to adjustments in certain circumstances). The warrants expire on August 12, 2002. On 12th August, 1997, The Ennismore Corporation: (i) had sole power to vote and sole power to dispose of 833,333 shares of Common Stock of the Issuer (10.36%); and (ii) had sole power to dispose of warrants to purchase 833,333 shares of Common Stock of the Issuer (10.36%); and (iii) would have, upon exercise of the warrants in full, sole power to vote and sole power to dispose of a total of 1,666,666 shares of Common Stock of the Issuer (20.73%). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable 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. 12 November 1997 /s/ First Board Limited Dated: ................... .......................... The Ennismore Corporation -----END PRIVACY-ENHANCED MESSAGE-----