UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
Shared Technologies Fairchild Inc.
(Name of Issuer)
Common Stock, par value $.004 per share
(Title of Class of Securities)
818 905 101
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 25, 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 statement 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 [ ].
PAGE 1 of 10 PAGES
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SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 2 OF 10 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J. Cramer & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 3 OF 10 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 4 OF 10 PAGES
---------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen L. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 5 OF 10 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 6 OF 10 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
CUSIP NO. 818 905 101
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13 D, dated
February 20, 1997, as amended by Amendment No. 1, dated March 25, 1997, relating
to the Common Stock, par value $.004 per share of Shared Technologies Fairchild
Inc., a Delaware corporation (the "Company"), whose principal executive office
is located at 100 Great Meadow Road, Suite 104, Wethersfield, Connecticut,
06109. The Company's shares of Common Stock (the "Common Stock") are referred to
herein as the "Shares." Unless otherwise indicated, all capitalized terms used
herein shall have the same meaning as set forth in the statement
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the statement is hereby amended and restated to read in
its entirety as follows:
No longer applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the statement are hereby amended and
restated to read in their entirety as follows:
(a) No longer applicable.
(b) No longer applicable.
(c) In the last sixty days, the Reporting Persons sold Shares on the
dates, in the amounts and at the prices set forth on Exhibit B
attached hereto
PAGE 7 of 10 PAGES
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CUSIP NO. 818 905 101
and incorporated by reference herein. All such sales were made on
the open market.
(d) As of November 25, 1997, based upon the amount of shares sold, the
Reporting Persons no longer beneficially own any Shares of the
Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the statement is amended by deleting on the second line
the number "994,100" and replacing it with the number "-0-".
PAGE 8 of 10 PAGES
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CUSIP NO. 818 905 101
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
correct.
Dated: December 4, 1997
J.J. CRAMER & CO.
By: /s/ James J. Cramer
-----------------------------
Name: James J. Cramer
Title: President
/s/ James J. Cramer
----------------------------------
James J. Cramer
/s/ Karen L. Cramer
----------------------------------
Karen L. Cramer
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION
its general partner
By: /s/ James J. Cramer
-----------------------------
Name: James J. Cramer
Title: President
CRAMER CAPITAL CORPORATION
By: /s/ James J. Cramer
-----------------------------
Name: James J. Cramer
Title: President
PAGE 9 of 10 PAGES
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EXHIBIT B
---------
Transactions in Common Stock
of The Company in the last 60 days
No. of Shares
Trade Dates Purchased/Sold Cost Per Share Type
- ----------- -------------- -------------- ----
11/25/97 (430,000) 14.50 S
11/25/97 (525,000) 14.50 S
PAGE 10 of 10 PAGES
