SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Fischer & Porter Company
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
337693105
(CUSIP Number)
Daniel R. Tisch
Mentor Partners, L.P.
499 Park Avenue
New York, New York 10022
(212) 935-7640
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 21, 1994
(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 report-
ing 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.)
<PAGE>
<PAGE>
CUSIP No. 337693105
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Mentor Partners, L.P. 06-126-0469
(2) Check the Appropriate Row if a Member of a Group
(a)
(b) X
(3) SEC Use Only
(4) Sources of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
(6) Citizenship or Place of Organization
Delaware
(7) Sole Voting Power
301,600 shares
Number of
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power
Reporting 301,600 shares
Person With
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 301,600 shares
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
Approximately 5.8%
(14) Type of Reporting Person
PN
-2-
<PAGE>
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par
value $1.00 per share (the "Shares"), of Fischer & Porter
Company, a Pennsylvania corporation (the "Company"). The
Company's principal executive offices are located at 125 East
County Line Road, Warminster, Pennsylvania 18974.
Item 2. Identity and Background.
This statement is filed on behalf of Mentor Part-
ners, L.P., a Delaware limited partnership (the "Partner-
ship"). The general partner of the Partnership is WTG & Co.,
L.P., a Delaware limited partnership (the "General Partner")
and the general partner of the General Partner is D. Tisch &
Co., Inc., a Delaware corporation ("D. Tisch & Co."), all of
the common stock of which is owned by Daniel R. Tisch (col-
lectively with D. Tisch & Co. and the General Partner, the
"Control Persons").
The address of the principal offices and principal
business of the Partnership and each of the Control Persons
is 499 Park Avenue, New York, New York 10022. Daniel R.
Tisch, President and sole Director of D. Tisch & Co., is a
United States citizen.
The Partnership's principal business is investment
in securities, primarily in connection with "merger" (or
"risk") arbitrage and, to a lesser extent, classic arbitrage,
-3-
<PAGE>
<PAGE>
including convertible securities arbitrage. The principal
businesses of the General Partner are acting as investment
advisor with respect to certain managed accounts and serving
as the general partner of the Partnership. The sole business
of D. Tisch & Co. is serving as the general partner of the
General Partner, and other than such service, D. Tisch & Co.
has no investment or operating history of any kind.
Neither the Partnership nor, to its best knowledge,
any of the Control Persons has during the last five years:
(i) been convicted in a criminal proceeding (excluding traf-
fic violations or similar misdemeanors) or (ii) 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 $6,313,727.99 used by the Partnership to
purchase the Shares came from the Partnership's working
capital, which may at any given time include funds borrowed
in the ordinary course of its business activities from margin
accounts. All of the Shares acquired by the Partnership were
purchased in the ordinary course of the Partnership's busi-
ness.
-4-
<PAGE>
<PAGE>
Item 4. Purpose of Transaction.
The Partnership acquired the Shares for investment
purposes, and only in the ordinary course of business.
In the ordinary course of business, the Partnership
from time to time evaluates its holdings of securities, and
based on such evaluation, the Partnership may determine to
acquire or dispose of securities of specific issuers.
Neither the Partnership nor, to its knowledge, any
Control Person has any present plans or intentions which
would result in or relate to any of the transactions de-
scribed in subparagraphs (a) through (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Partnership beneficially owns an aggregate
of 301,600 Shares (which is approximately 5.8% of the Shares
outstanding on October 29, 1993, based on information
reported in the Company's Quarterly Report on 10-Q for the
quarter ended September 30, 1993 filed with the Securities
and Exchange Commission and dated November 5, 1993).
Except as set forth herein, neither the Partnership
nor, to its best knowledge, any Control Person beneficially
owns any Shares.
(b) The Partnership (through the Control Persons)
has the sole power to vote, and dispose of, all the Shares
-5-
<PAGE>
<PAGE>
beneficially owned by the Partnership as set forth in Item
5(a) above.
(c) Except as set forth on Schedule A hereto, no
transactions in the Shares have been effected during the past
sixty days by the Partnership or, to its best knowledge, any
Control Person.
(d) Neither the Partnership nor, to its best know-
ledge, any Control Person has or knows any other person who
has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, any
Shares beneficially owned by the Partnership.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationship with Respect to
Securities of the Issuer.
Other than as set forth above, there are no con-
tracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 or between
any of such persons and any other person with respect to any
securities of the Company except as referred to or described
herein.
-6-
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my kno-
wledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated: March 23, 1994
MENTOR PARTNERS, L.P.
By: /s/ Daniel R. Tisch
Daniel R. Tisch
Authorized Signature
-7-
<PAGE>
<PAGE>
SCHEDULE A
<TABLE>
Acquisitions of Shares by the
Partnership During the Past Sixty Days
<CAPTION>
Date of Amount of Price Per
Transaction Shares Aggregate Price Share
<S> <C> <C> <C>
March 2, 1994 900 $ 16,179.39 $17.977
March 21, 1994 180,700 4,087,723.12 22.622
March 21, 1994 55,000 1,254,000.00 22.800
March 22, 1994 15,000 340,125.00 22.675
</TABLE>
All Shares were purchased in transactions on the American Stock Exchange.
