UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Firecom, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
318157 10 4
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(CUSIP NUMBER)
Paul Mendez
c/o Firecom, Inc.
39-27 59th Street
Woodside, New York 11377
(718) 899-6100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 26, 1997
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(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 [ ].
The information required in 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, as amended (the "Act"),
or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
<PAGE>
SCHEDULE 13D
CUSIP NO. 318157 10 4 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carol Mendez
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,164,250 shares
OWNED BY ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
1,164,250 shares
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,250 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Pursuant to Rule 13d-2(a) of the General Rule and Regulations
promulgated under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), this Amendment No. 1 amends the
Schedule 13D (the "Statement") of Carol Mendez filed with the
Commission on November 4, 1996 with respect to the common stock,
par value $.01 per share (the "Common Stock"), of Firecom, Inc.,
a New York corporation (the "Company"). Terms used and not
otherwise defined herein shall have the respective meanings set
forth in the Statement. Except as otherwise expressly indicated
below, the information provided in the Statement remains in
effect.
ITEM 4. PURPOSE OF THE TRANSACTION
--------------------------
(a) On September 26, 1997, Firecom Holdings L.P., a
Delaware limited partnership ("Holdings"), of which Ms. Mendez is
a member, was liquidated and its assets (including 1,526,850
shares of the Common Stock) were distributed to its partners (the
"Distribution"). Ms. Mendez had an interest of approximately 40%
in the partnership and received 649,450 shares of the Common
Stock in the Distribution.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) As of September 30, 1997, Carol Mendez was the
beneficial owner of 1,164,250 shares of the Common Stock. The
1,164,250 shares of the Common Stock represented approximately
19.7% of the 5,908,194 outstanding shares of the Common Stock as
of September 30, 1997, as reported in the preliminary proxy
statement on Schedule 14A filed by the Company for the 1997
Annual Meeting of the Shareholders.
(b) Carol Mendez possesses the sole power to dispose
of 1,164,250 shares of the Common Stock, but her power to direct
the vote of such 1,164,250 shares of the Common Stock is subject
to certain limitations provided in the 1997 Voting Agreement, as
described below in Item 6. (See Item 6.)
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
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RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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On June 11, 1997, Ms. Mendez and her husband, Paul
Mendez (collectively the "Mendez Group"), Naomi Barotz, Nathan
Barotz, Celia Barotz and Lam Investment Co. (collectively, the
3
<PAGE>
"Barotz Group") and Orhan Sadik-Khan, Dr. Ildar Idris, Karim
Sadik-Khan, Janette Sadik-Khan, Karen Sadik-Khan, Jan Sadik-Khan,
Kadria Sadik-Khan and the Sadik-Khan Family Trust (collectively,
the "Sadik-Khan Group") entered into a voting agreement (the
"1997 Voting Agreement"). The 1997 Voting Agreement provides,
among other things, that the parties to the 1997 Voting Agreement
will vote all shares of the Common Stock which may be held by
them from time to time (i) for the election of Paul Mendez, Orhan
Sadik-Khan and Peter Barotz and three (3) other directors
designated by Paul Mendez to the Board of Directors of the
Company and (ii) for an amendment to the Certificate of
Incorporation of the Company to authorize the reclassification of
the Common Stock into two classes, one with limited rights of
transfer, superior voting rights and free convertibility into the
second class, and a split of each share of the Common Stock into
one share of each new class and to increase the number of
authorized shares to effect this recapitalization. The 1997
Voting Agreement has a term of ten (10) years.
A copy of the 1997 Voting Agreement is incorporated
herein as Exhibit B. The description of the 1997 Voting
Agreement provided herein is qualified in its entirety by
reference to the Exhibit B.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Exhibit B: Agreement, dated as of June 11, 1997, among
the Mendez Group, the Barotz Group and the Sadik-Khan Group.
4
<PAGE>
SIGNATURES
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After reasonable inquiry and to the best of the knowledge
and belief of the undersigned Reporting Person, the undersigned
Reporting Person certifies that the information set forth in this
statement with respect to it, or him or her, as the case may be,
is true, complete and correct.
Dated: October 7, 1997
/s/ Carol Mendez
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Carol Mendez
5
<PAGE>
EXHIBIT INDEX
Exhibit Description
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Exhibit B Agreement, dated as of June 11, 1997, among
the Mendez Group, the Barotz Group and the
Sadik-Khan Group.
Exhibit B
AGREEMENT dated as of the 11th day of June, 1997 by and
among Paul Mendez ("PM") and Carol Mendez (collectively, the
"Mendez Group"), Naomi Barotz, Nathan Barotz, Celia Barotz and
LAM INVESTMENT CO. (successor in interest to PANDA CAPITAL CORP.)
(collectively, the "Barotz Group"), Orhan Sadik-Khan, Dr. Ildar
Idris, Karim Sadik-Khan, Janette Sadik-Khan, Karen Sadik-Khan,
Jan Sadik-Khan, Kadria Sadik-Khan and the Sadik-Khan Family Trust
(collectively, the "Sadik-Khan Group").
WHEREAS, certain of the parties hereto are parties to
agreements dated November 14, 1991 (the "Partnership Agreement")
and December 21, 1992 (the "1992 Voting Agreement")
(collectively, the "Prior Agreements") relating among other
things to the formation of Firecom Holdings, L.P. ("Firecom
Holdings"), and voting agreements and transfer restrictions with
respect to the common stock of Firecom, Inc., a New York
corporation ("Firecom"), owned by such parties;
WHEREAS, the Mendez Group has proposed to the Board of
Directors of Firecom the following (the "Proposed Transactions"),
to occur concurrently: (i) payment by Firecom of accrued
dividends on Firecom's preferred stock held by Firecom Holdings,
(ii) exercise by Firecom Holdings of the Firecom common stock
purchase warrant expiring 7/31/97 to the extent of 371250 shares
of Common Stock at the exercise price of $437,500, to be paid by
application of $445,500 of the preferred stock dividend; and
(iii) conversion of all outstanding shares of Firecom Preferred
Stock held by Firecom Holdings ($1,437,000 in liquidation value)
into shares of common stock at a conversion price of $1.00 per
share of common stock (or such different price as may be
negotiated by Paul Mendez with the Board of Directors of
Firecom);
WHEREAS, effective upon the consummation of the
Proposed Transactions, the parties wish to join into a voting
agreement, as contemplated by Section 620 of the New York
Business Corporation Law, with respect to the shares of Firecom
common stock currently owned by them as well as those shares to
be acquired by them (directly or through Firecom Holdings) in
connection with the Proposed Transactions to replace the 1992
Voting Agreement;
NOW, THEREFORE, the parties agree as follows:
(1) Effectiveness. This Agreement shall be effective
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upon the consummation of the Proposed Transactions (the
"Effective Date"). If the Proposed Transactions are not
consummated prior to September 30, 1997, this Agreement shall
terminate.
(2) Liquidation and Dissolution of Firecom Holdings.
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Upon the consummation of the Proposed Transactions Firecom
Holdings will be liquidated and dissolved, and its assets
distributed in accordance with the Partnership Agreement.
(3) Termination of 1992 Voting Agreement. Upon the
------------------------------------
effectiveness of this Agreement, the 1992 Voting Agreement shall
terminate (including, without limitation, its provisions
regarding restrictions on transfer of shares).
(4) New Voting Agreement. Upon the effectiveness of
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this Agreement, the following voting agreement shall take effect:
a. The parties hereto shall vote all shares of
Firecom held by them from time to time in favor of an amendment
to the Certificate of Incorporation of Firecom, in the form such
may be approved by the Board of Directors of Firecom and
submitted to the shareholders of Firecom for approval, to
authorize the reclassification of Firecom common stock into two
classes, one with limited rights of transfer and superior voting
rights to the second class and freely convertible into the second
class and a second freely transferable class, a split of each
share of common stock into one share of each new class, and, to
the extent deemed necessary by the Board of Directors, to
increase the number of authorized shares to effect this
recapitalization.
b. All shares of voting stock of Firecom held
from time to time by parties hereto (or their heirs, distributees
or beneficiaries, or affiliates or trusts to which they may
assign such shares) shall be voted in favor of (i) Orhan I.
Sadik-Khan (or his designee or in the event of his death or
disability of Mr. Sadik-Khan another person designated by the
Sadik-Khan Group) so long as the Sadik-Khan Group continues to
hold not less than 5% of the voting power of Firecom, (ii) Peter
S. Barotz (or his designee or in the event of the death or
disability of Mr. Barotz another person designated by the Barotz
Group) so long as the Barotz Group continues to hold not less
than 5% of the voting power of Firecom, and (iii) Paul Mendez and
three persons designated by Mr. Mendez (in the event of Mr.
Mendez' death or disability Carol Mendez and three persons
designated by her or in the event of her death or disability four
persons designated by Jonathan Mendez and Caryn Mendez) for so
long as the Mendez Group holds at least 10% of the voting power
of Firecom.
c. This voting agreement shall not be deemed to
restrict the sale of any shares of Firecom held by any party.
d. The parties hereto hereby grant a proxy to
Paul Mendez to vote all shares of Firecom stock owned by them in
accordance with the terms of this agreement.
e. This voting agreement shall expire ten (10)
years after the date hereof.
(5) Miscellaneous.
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a. The Parties hereto agree that legal remedies
for a breach of this Agreement will be inadequate and that this
Agreement may be enforced by injunctive or other equitable
relief. Such equitable remedies and all other remedies provided
for in this Agreement shall be cumulative and in addition to any
other remedies which any party hereto may have under applicable
law, equity, this Agreement or otherwise.
b. All notices provided for this Agreement shall
be effective only if, and deemed given when, in writing and
delivered by personal service or deposited in the United States
mail and sent, postage prepaid, by registered or certified mail,
return receipt requested, addressed to the appropriate party at
this or her address set forth below his or her signature to this
Agreement, or to such other address as such party shall have
designated by notice similarly given.
c. This Agreement contains the entire
understanding of the parties hereto with regard to the subject
matter hereof, and may not be amended or modified, nor may any of
its provisions be waived except by a writing executed by all the
Shareholders or, in the case of a waiver, by each party waiving
compliance.
d. The terms and provisions of this Agreement
shall inure to the benefit of and be binding upon the heirs,
legal representatives and successors of the parties, but may not
be assigned by any party except as specifically set forth herein.
e. This Agreement shall be governed by, and
construed under an in accordance with, the laws of the State of
New York without giving effect to the conflict of laws principles
of said State and irrespective of the place of business,
residence or domicile of the parties to this Agreement.
f. The headings contained in this Agreement are
for convenience of reference only and shall not affect the
construction or interpretation of the Agreement.
g. This Agreement may be executed in one or more
counterparts each of which shall be deemed to be an original but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
/s/ Paul Mendez
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Paul Mendez
13 Coventry Road
Livingston, NJ 07039
/s/ Carol Mendez
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Carol Mendez
13 Coventry Road
Livingston, NJ 07039
LAM INVESTMENTS CO.
By:/s/ Nathan Barotz
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116 Overlook Road
New Rochelle, New York 10804
/s/ Naomi Pollack
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Naomi Pollack
116 Overlook Road
New Rochelle, New York 10804
/s/ Nathan Barotz
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Nathan Barotz
116 Overlook Road
New Rochelle, New York 10804
/s/ Celia Barotz
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Celia Barotz
116 Overlook Road
New Rochelle, New York 10804
/s/ Orhan Sadik-Khan
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Orhan Sadik-Khan
41 Binney Lane
Old Greenwich, Connecticut
06870
/s/ Ildar Idris
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Dr. Ildar Idris
41 Binney Lane
Old Greenwich, Connecticut
06870
/s/ Karim Sadik-Khan
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Karim Sadik-Khan
41 Binney Lane
Old Greenwich, Connecticut
06870
/s/ Janette Sadik-Khan
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Janette Sadik-Khan
41 Binney Lane
Old Greenwich, Connecticut
06870
/s/ Karen Sadik-Khan
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Karen Sadik-Khan
41 Binney Lane
Old Greenwich, Connecticut
06870
/s/ Jan Sadik-Khan
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Jan Sadik-Khan
41 Binney Lane
Old Greenwich, Connecticut
06870
/s/ Kadria Sadik-Khan
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Kadria Sadik-Khan
41 Binney Lane
Old Greenwich, Connecticut
06870
SADIK-KHAN FAMILY TRUST
By:/s/ Frank J. Gilbride
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Frank J. Gilbride, Trustee
41 Binney Lane
Old Greenwich, Connecticut
06870
END
