SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SHARED TECHNOLOGIES INC.
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|_| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a) of Schedule 14A.
|_| $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
|X| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, Cumulative Convertible Preferred Stock, Special
Preferred Stock.
(2) Aggregate number of securities to which transaction applies:
<PAGE>
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
<TABLE>
<CAPTION>
<S> <C>
Common stock (6,000,000 shares at $3.44 per share*) = $20,640,000
------------------------------------------------- ---------------------------------
Cumulative Convertible Preferred Stock = $25,000,000 (liquidation value)
-------------------------------------------------------------------------------------------------------
Special Preferred Stock = $20,000,000 (liquidation value)
Payment for preferred stock and assumed debt = $223,500,000
-----------------------------------------------------------------------------------
</TABLE>
(4) Proposed maximum aggregate value of transaction:
$289,140,000
(5) Total fee paid:
$57,828.00
|X| Fee paid previously with preliminary materials.
|X| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
$57,828.00
(2) Form, Schedule or Registration Statement No.:
Schedule 14A
(3) Filing Party:
Shared Technologies Inc.
(4) Date Filed:
December 1, 1995
- --------
* Average of the high ($3.62) and low ($3.25) prices as reported on November
24, 1995, a date which is within five (5) business days prior to the date
of filing.
<PAGE>
SHARED TECHNOLOGIES INC.
SUPPLEMENTAL NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
March 4, 1996 at 2:00 p.m.
Notice is hereby given that the Merger Agreement described in the Notice of
Special Meeting of Stockholders dated February 12, 1996 with respect to a
Special Meeting of Stockholders of Shared Technologies Inc. ("STI") to be held
on March 4, 1996, at 2:00 p.m. and any adjournments thereof, at the offices of
S.G. Warburg & Co., Inc., 277-Park Avenue, New York, New York (the "Meeting")
has been amended as described below. Therefore, the Stockholders will be voting
upon the following matter:
Approval of Merger and Amendments to Restated Certificate of Incorporation.
Approval of (i) the merger of Fairchild Industries, Inc. ("FII") with and
into STI with STI as the surviving corporation (the "Merger") pursuant to
the terms of an Agreement and Plan of Merger, dated as of November 9, 1995,
as amended pursuant to certain Amendments dated February 2, 1996, February
24, 1996 and March 1, 1996 (the "Merger Agreement"), as a result of which
STI will issue to RHI Holdings, Inc., the sole holder of FII common stock
("RHI"), upon delivery to STI by RHI of its stock certificates evidencing
the common stock of FII, 6,000,000 shares of Common Stock and shares of STI
6% Cumulative Convertible Preferred Stock and Special Preferred Stock
having an aggregate initial liquidation preference of $45,000,000 (together
the "Preferred Stock") and holders of preferred stock of FII will be paid
approximately $40,000,000 (the terms of the Merger Agreement and Preferred
Stock are described in, and a copy of the Merger Agreement is attached as
Exhibit A to, the attached Proxy Statement, which the Board of Directors of
STI encourages each stockholder to review carefully), and (ii) amendments
to the Restated Certificate of Incorporation of STI as required by the
Merger Agreement as a condition to the Merger to:
a) increase the authorized Common Stock, $.004 par value per share
of STI from 20,000,000 to 50,000,000 shares;
b) increase the authorized shares of preferred stock, $.01 par value
per share from 10,000,000 to 25,000,000; and
c) change the name of STI to "Shared Technologies Fairchild Inc."
Only holders of record of Common Stock at the close of business on February
1, 1996, are entitled to notice of and to vote at the Meeting.
By Order of the
Board of Directors,
Kenneth M. Dorros, Secretary
Dated: March 2, 1996
<PAGE>
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, OR IF YOU WISH TO CHANGE
YOUR VOTE WITH RESPECT TO THE MERGER AS A RESULT OF THE NEW AMENDMENTS, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO
POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES. THE GIVING
OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON. YOU MAY REVOKE YOUR
PROXY AT ANYTIME BEFORE IT IS VOTED. PROPERLY EXECUTED PROXIES WILL BE VOTED IN
THE MANNER DIRECTED BY THE STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED "FOR" THE MERGER AND THE AMENDMENTS TO THE RESTATED CERTIFICATE OF
INCORPORATION. STOCKHOLDERS WHO VOTE AGAINST OR DO NOT VOTE FOR THE MERGER WILL
HAVE NO APPRAISAL RIGHTS IF THE MERGER IS APPROVED AND CONSUMMATED.
<PAGE>
SUPPLEMENTAL PROXY STATEMENT DATED MARCH 2, 1996
TO
PROXY STATEMENT DATED FEBRUARY 12, 1996
FURTHER AMENDMENTS TO MERGER AGREEMENT
As described in the accompanying Supplemental Notice with respect to
Special Meeting of Stockholders of Shared Technologies Inc. ("STI"), on February
24, 1996 STI and Fairchild Industries, Inc. ("FII") entered into Amendment No. 2
to the Agreement and Plan of Merger dated as of November 9, 1995 (the "Merger
Agreement") and on March 1, 1996, the parties executed Amendment No. 3 to the
Merger Agreement. Copies of Amendment No. 2 and Amendment No. 3 are annexed
hereto (together the "New Amendments"), and the following description is
qualified in its entirety by reference to the complete text of the New
Amendments. In connection with the New Amendments, STI is mailing this
Supplemental Notice of Special Meeting of Stockholders, Supplemental Proxy
Statement and proxy card in connection with the solicitation by Management of
proxies with respect to the approval of the Merger Agreement, as amended by the
New Amendments, by stockholders of STI. Capitalized terms used herein without
definition shall have the meanings set forth in STI's Proxy Statement dated
February 12, 1996 (the "Proxy Statement").
Pursuant to authority given, the proxies named in the Proxy Statement and
the related proxy materials intend to open the Special Meeting for the
transaction of business on March 4, 1996 and immediately to adjourn the Special
Meeting until 8:00 a.m. on March 13, 1996, at which time the vote of STI
stockholders will be held for the purpose of approving the Merger Agreement, as
amended by the New Amendments, and the transactions contemplated thereby.
VOTING; PROXIES
Any proxy given pursuant to this solicitation or by solicitation by the
Proxy Statement may be revoked by the person giving it at any time before it is
voted. Proxies may be revoked by (i) filing with the Secretary of STI, at or
before the taking of the vote at the Meeting, a written notice of revocation
bearing a later date than the proxy, (ii) duly executing a later dated proxy
relating to the same shares and delivering it to the Secretary of STI before the
taking of the vote at the Meeting, or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice of revocation or subsequent proxy
should be sent so as to be delivered to Shared Technologies Inc., 100 Great
Meadow Road, Wethersfield, CT 06109, Attention: Secretary, or hand delivered to
the Secretary of STI before the taking of the vote at the Meeting.
<PAGE>
DESCRIPTION OF NEW AMENDMENTS
As a result of the New Amendments, FII may assign to RHI receivables of FII
in an amount of $9,000,000 ("Permitted Receivables"), provided that the net
worth of FII upon the Merger shall not be less than $80,000,000. If the Merger
has not occurred on or prior to March 15, 1996, the amount of the Permitted
Receivables shall be increased to the maximum amount which would not cause the
net worth to be less than $80,000,000. A post Merger audited balance sheet will
be prepared and if the net worth of FII is shown to be less than $80,000,000,
The Fairchild Corporation shall pay the difference to the Surviving Corporation.
If the net worth exceeds $80,000,000, the Surviving Corporation shall pay to The
Fairchild Corporation the excess, provided that no such cash payment shall, when
taken together with the amount of receivables assigned to RHI, exceed
$9,000,000. Previously, FII was permitted to dividend $4,000,000 to RHI provided
that FII's net worth did not decrease below $80,000,000 as a result of the
dividend.
The New Amendments further require that in the event that the Surviving
Corporation sells its interest in Shared Technologies Cellular, Inc. within 150
days of the Merger, RHI shall contribute 40% of the cash proceeds received by
the Surviving Corporation up to a maximum of $1,600,000.
The New Amendments provide that the Tax Sharing Agreement to be entered
into concurrently with the Merger will not require the Surviving Corporation to
share any reduction in the tax payment of the Surviving Corporation, as a result
of the Surviving Corporation's utilizing any net operating losses or tax credits
of FII or its subsidiary as a result of their operations prior to the Merger.
The New Amendments change the date that the Agreement may be terminated by
either FII or STI if the conditions to the Merger are not met from March 8, 1996
to March 15, 1996, and further provide that the Merger Agreement may be
terminated if the Stockholders of STI do not approve the Merger on or before
March 13, 1996.
EXCHANGE OF PREFERRED STOCK
In addition to the New Amendments, RHI and STI have agreed, separately from
the Merger Agreement, that following the Merger, RHI will exchange the 6%
Cumulative Convertible Preferred Stock and the Special Preferred Stock for two
new series of Preferred Stock (the "New 6% Cumulative Convertible Preferred
Stock" and the "New Special Preferred Stock", respectively) to be approved by
the Directors of STI pursuant to its authority under its Certificate of
Incorporation, which will have terms identical to the 6% Cumulative Convertible
Preferred Stock and the Special Preferred Stock in all respects except that (i)
the date fixed for redemption of the Special Preferred Stock shall be extended
to March 31, 2008, and require that during the period from April 1, 2007 until
March 31, 2008 the Surviving Corporation pay a dividend on the then existing
liquidation value of the New Special Preferred Stock equal to the rate payable
on the % Senior Subordinated Discount Notes due 2006 to be issued by a
subsidiary of the Surviving Corporation in connection with the Merger, and (ii)
both the New 6% Cumulative Convertible Preferred Stock and the New Special
Preferred Stock will provide that the prohibition on contracted restrictions
conflicting with the terms of the New 6% Cumulative Convertible Preferred Stock
and the New Special Preferred Stock will not apply to such contracted
restrictions contained in any debt instrument or borrowing consented to in
writing by a majority of the holders of such New 6% Cumulative Convertible
Preferred Stock or New Special Preferred Stock, and any subsequent amendments,
modifications,
2
<PAGE>
supplements, or restatements thereof (including such contracted restrictions
entered into in connection with any refinancings of such debt instruments or
borrowings); provided that, any such subsequent amendments, modifications,
supplements, restatements or refinancings will not be permitted to contain
restrictions on payment obligations with respect to the New 6% Cumulative
Convertible Preferred Stock or the New Special Preferred Stock which are more
restrictive, or more adverse to the holders of such Special Preferred Stock or
the 6% Cumulative Convertible Preferred Stock, in each such case, than as
originally consented to by a majority of the holders of such New 6% Cumulative
Convertible Preferred Stock or New Special Preferred Stock.
Management believes that the New Amendments are in the best interests of
the Stockholders, although there can be no assurance that the net effect of the
New Amendments will positively affect the Surviving Corporation.
3
<PAGE>
EXHIBIT A-2
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated as of February
23, 1996 ("Second Amendment"), is made by and among Fairchild Industries, Inc.,
a Delaware corporation ("Fairchild"), RHI Holdings, Inc., Delaware corporation
("RHI"), The Fairchild Corporation, a Delaware corporation ("TFC"), and Shared
Technologies Inc., a Delaware corporation ("Shared Technologies"), amending
certain provisions of the Agreement and Plan of Merger dated as of November 9,
1995, as amended by the First Amendment to the Agreement and Plan of Merger
dated as of February 2, 1996, including the exhibits and schedules thereto (the
"Merger Agreement") by and among Fairchild, RHI, TFC and Shared Technologies.
Terms not otherwise defined herein which are defined in the Merger Agreement
shall have the same respective meanings herein as therein.
WHEREAS, Fairchild, RHI, TFC and Shared Technologies have agreed to modify
certain terms and conditions of the Merger Agreement as specifically set forth
in this Second Amendment.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
AMENDMENTS TO MERGER AGREEMENT
1.1 The following shall be added as a new final paragraph to Schedule
3.1(b) to the Merger Agreement, "Summary of Terms of Special Preferred Stock":
"The terms of the Special Preferred Stock will provide, or Fairchild, RHI
and Shared Technologies shall enter into an agreement giving, Shared
Technologies the option to extend the final maturity of the Special
Preferred Stock from March 31, 2007, to March 31, 2008. If such option is
exercised, Shared Technologies will pay a dividend to the holders of the
Special Preferred Stock at the same rate payable on the Senior Discount
Notes due 2006 to be issued by a subsidiary of the Surviving Corporation in
connection with the Merger, calculated on the outstanding liquidation
preference of the Special Preferred Stock. Such dividend shall accrue from
March 31, 2007, and be payable quarterly beginning June 30, 2007."
<PAGE>
-2-
1.2 Section 6.7(a) of the Merger Agreement is amended by adding "( the
`Closing Date Balance Sheet')," after the words "Effective Date" on the last
line of such section, such that such line reads as follows:
". . . . . . gies on the Effective Date (the "Closing Date Balance Sheet"),
is at least $80,000,000); . . . . . . . . ."
1.3 Section 6.7(b) of the Merger Agreement is amended in its entirety to
read as follows:
"(b) except as contemplated by Schedule 9.1 and except for the assignment
to RHI by Fairchild of Fairchild's receivables (the "Permitted Receivables
Assignment"), in an amount of $9,000,000, there has not been any direct or
indirect redemption, purchase or other acquisition of any shares of capi
tal stock of Fairchild or any of its subsidiaries, or any declaration,
setting aside or payment of any dividend or other distribution by Fairchild
or any of its subsidiaries in respect of their capital stock; provided that
the Permitted Receivables Assignment shall not reduce the net worth of
Fairchild to less than $80,000,000. Notwithstanding the foregoing, if the
Effective Time shall not have occurred on or prior to March 15, 1996, the
amount of the Permitted Receivables Assignment shall be increased to the
maximum amount which would not cause the net worth of Fairchild, as
evidenced by the Closing Date Balance Sheet, to be less than $80,000,000.
Within 90 days of the Closing Date, Arthur Andersen, L.L.P. will prepare
and deliver to the parties an audited balance sheet of Fairchild as of the
Closing Date (the "Audited Balance Sheet"). In the event that the net worth
of Fairchild, as shown on the Audited Balance Sheet, (x) is less than
$80,000,000, Fairchild shall pay to Shared Technologies an amount in cash
equal to such difference or (y) is more than $80,000,000, Shared
Technologies shall pay to Fairchild an amount in cash equal to such
difference; provided that no such cash payment, when taken together with
the amount of receivables assigned to RHI by Fairchild pursuant to this
paragraph, shall be required in an amount greater than the amount of the
Permitted Receivables Assignment."
1.4 The following shall be added as a new Section 8.12 of the Merger
Agreement:
"8.12 Post Merger Sale of Shared Technologies Cellular, Inc. RHI agrees
that if, within 150 days of the Effective Time, the Surviving Corporation
shall receive cash proceeds from the sale of its interest, as of this date,
in STCI, then RHI shall contribute to the Surviving Corporation, a sum
equal to 40% of such cash proceeds
<PAGE>
-3-
received by the Surviving Corporation, up to a maximum contribution of
$1,600,000."
1.5 Section 10.1(c) of the Merger Agreement is hereby amended by deleting
the date "March 8, 1996," and inserting the date "March 15, 1996," in lieu
thereof.
1.6 Section 10.1(d) shall be amended by deleting the words ". . . , at the
Special Meeting of (including any adjournment thereof)," and adding at the end
of such section the words "on or before March 4, 1996".
ARTICLE II
AMENDMENTS TO THE TAX SHARING AGREEMENT
(EXHIBIT E)
2.1 The parties hereto agree to amend The Tax Sharing Agreement as set
forth as Exhibit E to the Merger Agreement to provide for the following
language:
(i) Notwithstanding any other representation in the merger Agreement
or in the Tax Sharing Agreement, TFC and RHI make no representation or
warrranty as to (i) the amount of any net operating loss and tax credits of
the TFC Group allocable to FII or VSI at the Effective Date as a result of
the operations of FII and VSI prior to the Effective Date; and (ii) the
amount of any reduction in tax payable by Shared Technologies due to
utilization of any net operating loss or tax credit of the TFC Group
allocable to FII and VSI as a result of the operations of FII and VSI prior
to the Effective Date.
(ii) Notwithstanding any other provisions of the Tax Sharing
Agreement, Shared Technologies shall not share with TFC and RHI any
reduction in the tax payment of Shared Technologies as a result of Shared
Technologies utilizing any net operating losses or tax credits of the TFC
Group allocable to FII or VSI at the Effective Date or as a result of
operations of FII and VSI prior to the Effective Date.
ARTICLE III
PROVISIONS OF GENERAL APPLICATION
3.1 Except as otherwise expressly provided by this Second Amendment, all of
the terms, conditions and provisions to the Merger Agreement remain unaltered.
The Merger Agreement and this Second Amendment shall be read and construed as
one agreement.
3.2 If any of the terms of this Second Amendment shall conflict in any
respect with any of the terms of the Merger Agreement, the terms of this Second
Agreement shall be controlling.
<PAGE>
-4-
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed by their duly authorized officers, all as of the day and year first
above written.
SHARED TECHNOLOGIES THE FAIRCHILD CORPORATION
By: /s/ Anthony D. Autorino By: /s/ Donald E. Miller
Chief Executive Officer Senior Vice President
FAIRCHILD INDUSTRIES, INC. RHI HOLDINGS, INC.
By: /s/ Donald E. Miller By: /s/ Donald E. Miller
Vice President Vice President
ACCEPTED AND AGREED TO BY:
FAIRCHILD HOLDING CORP.
By: /s/ Donald E. Miller
Vice President
<PAGE>
EXHIBIT A-3
THIRD AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated as of March 1,
1996 ("Third Amendment"), is made by and among Fairchild Industries, Inc., a
Delaware corporation ("Fairchild"), RHI Holdings, Inc., a Delaware corporation
("RHI"), The Fairchild Corporation, a Delaware corporation ("TFC"), and Shared
Technologies Inc., a Delaware corporation ("Shared Technologies"), amending
certain provisions of the Agreement and Plan of Merger dated as of November 9,
1995, as amended by the First Amendment to Agreement and Plan of Merger dated as
of February 2, 1996 (the "First Amendment"), as further amended by the Second
Amendment to Agreement and Plan of Merger dated as of February 23, 1996 (the
"Second Amendment"), including the exhibits and schedules thereto (the Agreement
and Plan of Merger, as amended by the First Amendment and the Second Amendment,
are referred to collectively herein as the "Merger Agreement") by and among
Fairchild, RHI, TFC and Shared Technologies. Terms not otherwise defined herein
which are defined in the Merger Agreement shall have the same respective
meanings herein as therein.
WHEREAS, Fairchild, RHI, TFC and Shared Technologies have agreed to modify
certain terms and conditions of the Merger Agreement as specifically set forth
in this Third Amendment.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
AMENDMENTS TO MERGER AGREEMENT
1.1 The Merger Agreement hereby is amended by deleting therefrom in its
entirety Section 1.1 of the Second Amendment.
<PAGE>
-2-
1.2 Section 10.1(d) of the Merger Agreement (as amended by Section 1.6 of
the Second Amendment), hereby is amended by deleting the words "on or before
March 4, 1996", and adding the words "on or before March 13, 1996" at the end of
such section.
1.3 Section 6.7(b) of the Merger Agreement (as amended by Section 1.3 of
the Second Amendment) hereby is amended by deleting clauses (x) and (y)
therefrom in their entirety (but not deleting the proviso following such
clauses), and substituting therefor the following: "(x) is less than
$80,000,000, TFC shall pay to Shared Technologies an amount in cash equal to
such difference or (y) is more than $80,000,000 Shared Technologies shall pay to
TFC an amount in cash equal to such difference;".
ARTICLE II
PROVISIONS OF GENERAL APPLICATION
2.1 Except as otherwise expressly provided by this Third Amendment, all of
the terms, conditions and provisions to the Merger Agreement remain unaltered.
The Merger Agreement and this Third Amendment shall be read and construed as one
agreement.
2.2 If any of the terms of this Third Amendment shall conflict in any
respect with any of the terms of the Merger Agreement, the terms of this Third
Amendment shall be controlling.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
be executed by their duly authorized officers, all as of the day and year first
above written.
SHARED TECHNOLOGIES INC. THE FAIRCHILD CORPORATION
By: /s/ Anthony D. Autorino By: /s/ Donald E. Miller
Chief Executive Officer Senior Vice President
FAIRCHILD INDUSTRIES, INC. RHI HOLDINGS, INC.
By: /s/ Donald E. Miller By: /s/ Donald E. Miller
Vice President Vice President
ACCEPTED AND AGREED TO BY:
FAIRCHILD HOLDING CORP.
By: /s/ Donald E. Miller
Vice President
<PAGE>
SHARED TECHNOLOGIES INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
March 4, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Anthony D. Autorino and Vincent DiVincenzo, or
either of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote all the shares of common stock,
par value $.004, (the "Common Stock") of Shared Technologies Inc. ("STI") held
of record by the undersigned on February 1, 1996 at the Special Meeting of
Stockholders to be held on March 4,1996 or any adjournment or adjournments
thereof, upon all matters set forth in the Notice of Special Meeting of
Stockholders and Proxy Statement dated February 12, 1996, a copy of which has
been received by the undersigned, as follows:
1. To approve (i) the merger of Fairchild Industries Inc. with and into
STI pursuant to the terms of an Agreement and Plan of Merger, dated as
of November 9, 1995, as amended (the "Merger Agreement") and (ii)
amendments to the Restated Certificate of Incorporation of STI as
required by the Merger Agreement as a condition to the Merger to:
(a) increase the authorized Common Stock, $.004 par value of STI
from 20,000,000 to 50,000,000;
(b) increase the authorized shares of preferred stock, $.01 par
value, of STI from 10,000,000 to 25,000,000; and
(c) change the name of STI to "Shared Technologies Fairchild Inc."
|_| FOR |_| AGAINST |_| ABSTAIN
2. Grant authority to vote upon such other matters as may properly come
before the Special Meeting as Anthony D. Autorino and Vincent
DiVincenzo determine are in the best interest of the Company.
|_| FOR |_| AGAINST |_| ABSTAIN
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders and Proxy Statement. Any proxy heretofore given to
vote said Common Stock is hereby revoked. The undersigned hereby ratify and
confirm all that said proxy or any of their substitutes may lawfully do by
virtue hereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED "FOR" EACH OF THE MATTERS STATED.
<PAGE>
Please be sure to complete, sign and date this Proxy and return it in
the enclosed envelope. If acting as an executor, administrator, trustee or
guardian, you should so indicate when signing. If the signer is a
corporation, please sign the full corporate name, by a duly authorized
officer. If Common Stock is held jointly, each Stockholder should sign.
Date:___________________
________________________________ __________________________
SIGNATURE CO-OWNER SIGN HERE
