SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
April 13, 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 / /. (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.)
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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
220,000 shares
Number of
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power
Reporting 220,000 shares
Person With
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 220,000 shares
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
Approximately 4.2%
(14) Type of Reporting Person
PN
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This Amendment No. 1 amends the Schedule 13D dated
March 23, 1994 (the "Schedule 13D") filed by Mentor Partners,
L.P. (the "Partnership") relating to its beneficial ownership
of Common Stock, par value $1.00 per share (the "Shares"), of
Fischer & Porter Company, a Pennsylvania corporation (the
"Company"). All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the
Schedule 13D.
1. The information set forth under Item 3 in the
Schedule 13D is hereby amended and supplemented by adding the
following thereto:
The $645,203.00 used by the Partnership to purchase
in the aggregate 28,400 Shares pursuant to the
transactions set forth in paragraph 5 below
("Acquisitions of Shares by the Partnership Since the
Most Recent Filing on Schedule 13D") came from the
Partnership's working capital. All of the Shares
acquired by the Partnership as set forth in paragraph 5
below were purchased in the ordinary course of the
Partnership's business.
In addition, the Partnership has sold an aggregate
of 110,000 Shares pursuant to the transactions set forth
in paragraph 5 below ("Dispositions of Shares by the
Partnership Since the Most Recent Filing on Schedule
13D").
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2. The information set forth in Item 5(a) of the
Schedule 13D is hereby amended and supplemented by adding the
following thereto:
As of the close of business on April 13, 1994, the
Partnership beneficially owned an aggregate of 220,000
Shares (which is approximately 4.2% of the Shares
outstanding on February 28, 1994, based on information
reported in the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 filed with the Securi-
ties and Exchange Commission and dated March 31, 1994).
3. The information set forth in Item 5(c) of the
Schedule 13D is hereby amended and supplemented by adding the
following thereto:
Except as set forth on Schedule A, as amended by
the information contained in paragraph 5 below, no
transactions in the Shares have been effected since the
most recent filing on Schedule 13D by the Partnership
or, to its best knowledge, any Control Person.
4. The information set forth in Item 5(e) of the
Schedule 13D is hereby amended and restated in its entirety
as follows:
(e) The Partnership ceased to be the beneficial
owner of more than five percent of the Shares on April
13, 1994.
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5. Schedule A of the Schedule 13D is hereby
amended and supplemented by adding thereto the following
information:
<TABLE>
Acquisitions of Shares by the Partnership
Since the Most Recent Filing on Schedule 13D
<CAPTION>
Date of Amount of Price Per
Transaction Shares Aggregate Price Share
<S> <C> <C> <C>
March 29, 1994 8,400 $ 191,604.00 $22.810
March 30, 1994 2,700 61,249.00 22.685
March 31, 1994 7,300 165,600.00 22.685
April 8, 1994 10,000 226,750.00 22.675
</TABLE>
All Shares were purchased in transactions on the American Stock Exchange.
<TABLE>
Dispositions of Shares by the Partnership
Since the Most Recent Filing on Schedule 13D
<CAPTION>
Date of Amount of Price Per
Transaction Shares Aggregate Price Share
<S> <C> <C> <C>
April 11, 1994 15,000 $ 363,138.00 $24.210
April 13, 1994 95,000 2,243,512.00 23.6167
</TABLE>
All Shares were sold in transactions on the American Stock Exchange
or on the third market.
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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: April 14, 1994
MENTOR PARTNERS, L.P.
By: /s/ Daniel R. Tisch
Daniel R. Tisch
Authorized Signature
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