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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TIE/communications, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
872464102
(CUSIP Number)
Charles Evans Gerber, Esq.
Neal Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 1995
(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 on 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)
Page 1 of 3 pages
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1. NAME OF REPORTING PERSON
Marmon Holdings, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER 7. SOLE VOTING POWER
OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14. TYPE OF REPORTING PERSON
CO
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ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN
____________________________________________
Item 5. Interest in Securities of the Issuer.
____________________________________
On September 19, 1995, Marmon Holdings, Inc., a Delaware corporation
("Marmon"), tendered all of its 1,796,681 shares of common stock of
TIE/communications, Inc., a Delaware corporation ("TIE"), to TIE Acquisition
Co., a Delaware corporation ("Acquisition"), pursuant to Acquisition's Offer
to Purchase for Cash All Outstanding Shares of Common Stock of TIE, dated
September 12, 1995. On October 18, 1995, Acquisition accepted for payment and
paid for all shares of TIE common stock which had been tendered and not
withdrawn, including all of Marmon's shares. Accordingly, Marmon ceased to
own any shares of TIE common stock on said date.
SIGNATURE
_________
After reasonably 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: October 19, 1995
MARMON HOLDINGS, INC., a Delaware
corporation
By:/s/ R.C. Gluth
__________________________
R.C. Gluth, Vice President
Page 3 of 3 Pages<PAGE>
