SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A1
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Intelect Communications, Inc.
(formerly Challenger International, Ltd.)
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
157582107
(CUSIP Number)
Robert T. Arnold
Meridian Fund, Ltd.
601 Jefferson, Suite 4000
Houston, Texas 77002
(713) 651-2310
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 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 [ ].
<PAGE>
CUSIP No. 359065109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meridian Fund, Ltd.
76-0434398
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
5 SOLE VOTING POWER
Original: 570,000 shares of Common Stock
NUMBER Amendment: 570,000 shares of Common Stock
SHARES ---------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0 shares of Common Stock
EACH ---------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON Original: 570,000 shares of Common Stock
WITH Amendment: 570,000 shares of Common Stock
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Original: 570,000 shares of Common Stock
Amendment: 570,000 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)
Original: 5.2%
Amendment: 2.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Item 1. Security and Issuer.
The security to which this statement relates is the Common Stock, $.01 par
value per
share (the Common Stock), of Intelect Communications, Inc., a Delaware
corporation (formerly
Challenger International, Ltd., a Bermuda corporation) (the Company). The
principal offices
of the Company are located at Reid House, 31 Church St., P. O. Box HM 1437,
Hamilton,
Bermuda, HMF.
Item 2. Identity and Background.
This Schedule 13D is filed by Meridian Fund, Ltd. (Meridian). Meridian
is a Texas
limited partnership, whose principal executive offices are located at 601
Jefferson, Suite 4000,
Houston, Texas 77002. Meridian is an investment fund whose objective is to
achieve capital
growth primarily through long-term investments in the equity or equity-related
securities of a
relatively small number of companies.
Pursuant to General Instruction C for Schedule 13D, set forth below is
certain
information concerning (i) each executive officer and director (or similar
person) of Meridian,
(ii) each person controlling Meridian and (iii) each executive officer and
director (or similar
person) of such controlling person.
The general partner of Meridian is Meridian Advisors, Ltd., a Texas
limited partnership
whose principal executive offices are located at 601 Jefferson, Suite 4000,
Houston, Texas 77002.
The general partner of Meridian Advisors, Ltd. is Meridian Group, Inc., whose
principal
executive offices are located at 601 Jefferson, Suite 4000, Houston, Texas
77002. Meridian
Group, Inc. is currently owned and controlled by Charles Miller and Robert T.
Arnold. No other
person controls Meridian.
Charles Miller has his principal business address at 601 Jefferson, Suite
4000, Houston,
Texas 77002. His principal occupation is as Chairman of Meridian Advisors,
Ltd., which has its
principal business address at 601 Jefferson, Suite 4000, Houston, Texas 77002.
He is a citizen
of the United States.
Robert T. Arnold has his principal business address at 601 Jefferson,
Suite 4000, Houston,
Texas 77002. His principal occupation is as President and Chief Executive
Officer of Meridian
Advisors, Ltd., which has its principal business address at 601 Jefferson,
Suite 4000, Houston,
Texas 77002. He is a citizen of the United States.
The executive officers of Meridian Group, Inc. are: Charles Miller
(Chairman of the
Board) and Robert T. Arnold (President, Chief Executive Officer, Secretary and
Treasurer). The
directors of Meridian Group, Inc. are: Charles Miller and Robert T. Arnold.
Information
concerning Mr. Miller and Mr. Arnold is furnished above.
During the last five years, none of Meridian, Meridian Advisors, Ltd.,
Meridian Group,
Inc., Mr. Miller or Mr. Arnold has been convicted in a criminal proceeding
(excluding traffic
violations or similar misdemeanors). During the last five years, none of
Meridian, Meridian
Advisors, Ltd., Meridian Group, Inc., Mr. Miller or Mr. Arnold has been a
party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such
proceeding was or is subject to a judgment, 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.
The aggregate amount of funds required by Meridian to purchase the Common
Stock from
the Company was $1,551,906. All funds used to purchase such securities were
obtained from
the working capital of Meridian and no part of the purchase price for the
securities consisted of
borrowed funds.
Item 4. Purpose of Transaction.
The purpose of the purchase of the Common Stock by Meridian is for general
investment
purposes.
Meridian intends to review continuously its equity position in the
Company. Depending
upon future evaluations of the business prospects of the Company and upon
other developments,
including, but not limited to, general economic and business conditions and
money market and
stock market conditions, Meridian may determine to increase or decrease its
equity interest in
the Company by acquiring additional shares of Common Stock or by disposing of
all or a portion
of its holdings of Common Stock, subject to any applicable legal and
contractual restrictions on
its ability to do so.
Meridian made the following purchases of Common Stock through broker
transactions:
6/02/95: 50,000 shares, 6/05/95: 360,000 shares, 6/09/95: 100,000 shares and
6/30/95: 60,000
shares.
Except as set forth herein, Meridian does not have any plans or proposals
which would
relate to or result in:
(a) The acquisition of additional securities of the Company, or the
disposition of
securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
of any of its
subsidiaries;
(d) Any change in the present board of directors or management of the
Company,
including any plans or proposals to change the number or term of directors or
to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the
Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto
or other actions which may impede the acquisition of control of the issuer by
any person;
(h) Causing a class of securities of the Company to be delisted from a
national
securities exchange or to cease to be authorized to be quoted in an inter
dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934 (the Exchange
Act); or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) - (b) At the date of the original 13D, Meridian had the sole power
to vote and
dispose of 570,000 shares of the Common Stock. The Common Stock held by
Meridian
represented approximately 5.2% of the 10,916,475 shares of Common Stock
outstanding as of
February 15, 1995, based on information provided in the Company's Notice
of Annual Meeting
to be held April 26, 1995.
At the date of this Amendment, Meridian has the sole power to vote and
dispose of
570,000 shares of the Common Stock. The Common Stock held by Meridian
represents
approximately 2.4% of the 23,954,978 shares of Common Stock outstanding as
of November 4,
1997, based on information provided in the Company's Form 10-Q for the quarter
ended
September 30, 1997.
Except as described herein, Meridian does not have the sole or shared
voting power to
vote or the sole or shared power to dispose of any shares of Common Stock.
To the knowledge of the Meridian, none of the individuals named in Item 2
has the sole or shared power to vote or the sole or shared power to dispose of
any shares of Common Stock.
(c) Except as stated herein, no transactions in shares of Common Stock
were effected
during the past 60 days by Meridian or, to the best of its knowledge, any of
the individuals
identified in Item 2.
(d) Not applicable.
(e) SUBSEQUENT TO THE ORIGINAL FILING OF THE 13D, BY NOVEMBER
4, 1997, INTELECT COMMUNICATIONS, INC. ISSUED ADDITIONAL SHARES OF
COMMON STOCK, BRINGING MERIDIAN'S HOLDINGS TO LESS THAN 5% OF THE
23,954,978 SHARES OF INTELECT OUTSTANDING AS OF NOVEMBER 4, 1997, BASED
ON INFORMATION PROVIDED IN THE COMPANY'S 10-Q FOR THE PERIOD ENDED
SEPTEMBER 30, 1997.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
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 accurate.
Dated: March 16, 1998
Meridian Fund, Ltd.
By Meridian Advisors, Ltd., its General
Partner
By Meridian Group, Inc., its General
Partner
By: /s/ ROBERT T. ARNOLD
Name: Robert T. Arnold
Title: President and Chief Executive
Officer
