-----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, R3o4Z95wiNUYR73CaGpaTPEGsSNKtKBAoLs1IAqzCkRB7tlfTVEXCjhs9CRG04vy LLgNkEzEg1rSkQMHZy3auA== 0001019056-98-000007.txt : 19980108 0001019056-98-000007.hdr.sgml : 19980108 ACCESSION NUMBER: 0001019056-98-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980107 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHARED TECHNOLOGIES FAIRCHILD INC CENTRAL INDEX KEY: 0000817632 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 870424558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40041 FILM NUMBER: 98502323 BUSINESS ADDRESS: STREET 1: 100 GREAT MEADOW RD STREET 2: STE 104 CITY: WETHERSFIELD STATE: CT ZIP: 06109 BUSINESS PHONE: 8602582400 MAIL ADDRESS: STREET 1: 100 GREAT MEADOW ROAD SUITE 104 STREET 2: 100 GREAT MEADOW ROAD SUITE 104 CITY: WETHERSFIELD STATE: CT ZIP: 06109 FORMER COMPANY: FORMER CONFORMED NAME: SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP /CT DATE OF NAME CHANGE: 19960430 FORMER COMPANY: FORMER CONFORMED NAME: SHARED TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD CORP CENTRAL INDEX KEY: 0000009779 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 340728587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 W SERVICE RD STREET 2: PO BOX 10803 CITY: CHANTILLY STATE: VA ZIP: 22021 BUSINESS PHONE: 7034785800 FORMER COMPANY: FORMER CONFORMED NAME: BANNER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19901118 SC 13D/A 1 FORM SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* SHARED TECHNOLOGIES FAIRCHILD INC. ---------------------------------- (Name of Issuer) Common Stock, par value $.004 per share --------------------------------------- (Title of Class of Securities) 81948QAAS --------- (CUSIP Number) Shared Technologies Fairchild Inc. 100 Great Meadow Road, Wethersfield, CT 06109 Attn: Kenneth M. Dorros P.O. Box 10803, Chantilly, Virginia 20153 -------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 6, 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(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. Page 1 of 6 Pages 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 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS The Fairchild Corporation -- IRS EIN 34-0728587 RHI Holdings, Inc. -- IRS EIN 34-1545939 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Reporting Persons are incorporated under the laws of Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,669,352 ---------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 4,669,352 OWNED BY EACH ---------------------------------------- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ---------------------------------------- 10 SHARED DISPOSITIVE POWER 4,669,352 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,669,352 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 3 of 6 Pages This Amendment No. 4 is being filed to amend Items 4, 5, and 6 of the Schedule 13D. 1. ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED IN ITS ENTIRETY AS FOLLOWS: On November 20, 1997, Shared Technologies Fairchild Inc. (the "Company"), Intermedia Communications Inc. ("Intermedia") and Moonlight Acquisition Corp., ("Purchaser") a wholly owned subsidiary of Intermedia, entered into an Agreement and Plan of Merger dated November 20, 1997 (the "Merger Agreement"). Pursuant to the Merger Agreement, Purchaser will be merged (the "Merger") with and into the Company and holders of the Company's issued and outstanding common stock, Series D preferred stock, Series I 6% convertible preferred stock and the Series J redeemable special preferred stock will receive in cash $15.00, $15.00, $251.21 and $109.44, respectively. In addition, in accordance with the Merger Agreement, Intermedia commenced a tender offer (the "Offer") for 4,000,000 shares of the Company on November 26, 1997. Intermedia purchased pursuant to the Offer 1,555,648 shares of common stock of the Company from RHI on January 6, 1998. In accordance with the Merger Agreement, RHI will receive $15.00 a share for its remaining 4,669,352 shares of common stock of the Company. In connection with the Merger Agreement, Intermedia loaned the Company $21,899,455 and the Company used such proceeds to redeem on November 24, 1997 all 200,000 shares of the Series J Special Preferred Stock of the Company owned by RHI. In addition, in connection with the Merger Agreement, RHI and Intermedia entered into a Stock Purchase Agreement pursuant to which Intermedia purchased on November 25,1997 all 250,000 shares of the Series I 6% Cumulative convertible Preferred Stock of the Company owned by RHI for $62,833,815 2. ITEMS 5(a) AND (c) OF THE SCHEDULE 13D ARE HEREBY AMENDED IN THEIR ENTIRETY AS FOLLOWS: 5(a) The Company's 10-Q for the period ended September 30, 1997 reported 17,174,622 shares of Common Stock outstanding. Based on such number of outstanding shares, the Reporting Persons beneficial ownership of 4,669,172 shares (the "Shares") of common stock constitutes approximately 27.2% of the outstanding common stock. Upon consummation of the Merger, neither TFC nor RHI will have any beneficial ownership or interest in the common stock, preferred stock or any other securities of the Company. Page 4 of 6 Pages 5(c) On January 6, 1998, the Reporting Persons sold 1,555,648 shares of common of the Company to Intermedia pursuant to the Offer at $15.00 a share. Page 5 of 6 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. January 7, 1998 THE FAIRCHILD CORPORATION By: /s/ Donald E. Miller -------------------------------------- Donald E. Miller Senior Vice President General Counsel and Secretary RHI HOLDINGS, INC. By: /s/ Donald E. Miller -------------------------------------- Donald E. Miller Vice President and Secretary Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----