<PAGE> 1
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)
July 16, 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
<PAGE> 2
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 955,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
955,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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
955,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
955,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
IN
- - ------ --------------
<PAGE> 4
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
955,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
955,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
IN
- - ------ --------------
<PAGE> 5
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 955,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
955,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
PN
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<PAGE> 6
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 955,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
955,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
CO
- - ------ --------------
<PAGE> 7
PAGE 7 of 10 PAGES
CUSIP NO. 818 905 101
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13 D,
Amendment No. 1, dated March 19, 1997 (hereinafter "Amendment No. 1"), 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,
06709. 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 Amendment No. 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of Amendment No. 1 is hereby amended and restated to
read in its entirety as follows:
The Shares were purchased with the personal funds of the Partnership
in the amount of $7,105,583.22.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of Amendment No. 1 are hereby amended and
restated to read in their entirety as follows:
(a) This statement on Schedule 13D relates to 955,000 Shares
beneficially owned by the Reporting Persons, which constitute
approximately 6.3% of the issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and Manager have sole
voting and dispositive power with respect to 955,000 Shares owned
by the Partnership. James Cramer and Karen Cramer have shared voting
and dispositive power with respect to the Partnership's 955,000
shares.
(c) Since the last filing, the Reporting Persons purchased or otherwise
acquired and sold or otherwise disposed of Shares on the dates, in
the amounts and at the prices set forth on Exhibit A attached hereto
and incorporated by reference herein. Except where noted, all of
such purchases and sales were made on the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 of Amendment No. 1 is amended by deleting on the second
line the number "994,100" and replacing it with the number
"955,000" and adding the following:
On July 16, 1997, the Reporting Persons entered into a Voting
Agreement (hereinafter "Agreement") with Tel-Save Holdings, Inc., a
copy of which is attached as Exhibit B hereto. Under the Agreement,
the Reporting Persons agree to vote their Shares and any other
shares of the Company, which they hereinafter acquire or control, as
follows: (a) in favor of the merger of the Company with TSHCo, Inc.,
a wholly-owned subsidiary of Tel-Save Holdings, Inc.(hereinafter
"TSHCo"); (b) in favor of the Agreement and Plan of Merger dated as
of July 16, 1997 between the Company and TSHCo; and (c) against any
amendment of the Company's Certificate of Incorporation or By-Laws
or other proposal or transaction involving the Company or any of its
subsidiaries which amendment or other proposal or transaction would
in any manner impede, frustrate, prevent or nullify, or result in a
breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under or with respect to, the
Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement.
ITEM 7 (MATERIAL TO BE FILED AS EXHIBITS)
A copy of the Voting Agreement, dated as of July 16, 1997, between
the Reporting Persons and Tel-Save Holdings, Inc. is attached hereto
as Exhibit B.
<PAGE> 8
PAGE 8 of 10 PAGES
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: July 22, 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
PAGE 9 of 10 PAGES
EXHIBIT A
Transactions in Common Stock
of The Company since the last filing
<TABLE>
<CAPTION>
No. of Shares
Trade Dates Purchased/Sold Cost Per Share Type
- ----------- -------------- -------------- ----
<S> <C> <C> <C>
3/26/97 39,000 5.8750 P
4/14/97 15,000 5.1250 P
4/15/97 8,000 5.0000 P
4/17/97 5,000 5.2500 P
5/13/97 20,000 5.7500 P
5/13/97 5,000 5.7500 P
5/27/97 25,000 5.2500 P
6/02/97 4,500 5.2500 p
6/20/97 15,600 6.2100 s
6/25/97 20,000 6.8750 s
6/27/97 10,000 7.2500 s
7/10/97 70,000 7.3884 s
7/11/97 45,000 8.4310 s
</TABLE>
<PAGE> 10
EXHIBIT B
VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of July 16, 1997 by
and between J.J. Cramer & Co., ("Cramer"), and Tel-Save Holdings, Inc., a
Delaware corporation ("Acquiror").
WHEREAS, Shared Technologies Fairchild Inc., a Delaware corporation (the
"Company"), Acquiror and TSHCo, Inc., a Delaware corporation and a wholly owned
subsidiary of Acquiror ("Merger Sub"), are parties to an Agreement and Plan of
Merger dated as of July 16, 1997 (the "Merger Agreement"), which provides,
among other things, for the merger of the Company with and into Merger Sub (the
"Merger"), with Merger Sub as the surviving corporation and a wholly owned
subsidiary of Acquiror and which must be approved by holders of the requisite
percentages of the outstanding shares of capital stock of the Company entitled
to vote upon the Merger (such shares of capital stock, the "Company Common
Stock") at a special meeting of the Company's stockholders (the "Special
Meeting") called for the purpose of approving the Merger, all in accordance
with the requirements of the Delaware General Corporation Law, the Company's
Certificate of Incorporation and the Company's By-Laws;
WHEREAS, as of the date hereof, Cramer owns (either beneficially or of
record) the number of shares (the "Shares") of Company Common Stock set forth
opposite such Cramer's name on Schedule A hereto; and
WHEREAS, as a condition to the willingness of Acquiror to enter into the
Merger Agreement, Acquiror has requested that Cramer execute and deliver to
Acquiror and Merger Sub this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Agreement to Vote Shares. Cramer agrees to vote the Shares and any
other shares of Company Common Stock which Cramer, directly or indirectly,
controls at the Special Meeting or at any other meeting of the stockholders of
the Company, however called, and in any action by consent of the stockholders
of the Company (a) in favor of the Merger, (b) in favor of the Merger
Agreement, and (c) against any amendment of the Company's Certificate of
Incorporation or By-Laws or other proposal or transaction involving the Company
or any of its subsidiaries which amendment or other proposal or transaction
would in any manner impede, frustrate, prevent or nullify, or
<PAGE> 11
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result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under or with respect to, the Merger,
the Merger Agreement or any of the other transactions contemplated by the
Merger Agreement.
2. Covenants. Cramer agrees with respect to itself and the Shares it
owns that:
(a) It shall not, except consistent with the terms of this Agreement,
(i) transfer (which term shall include, without limitation, for the
purposes of this Agreement, any sale, gift, pledge or other disposition),
or consent to any transfer of, any or all of the Shares or any interest
therein, (ii) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all of the Shares or
any interest therein, (iii) take any other action that would in any way
restrict, limit or interfere with the performance of its obligations
hereunder or the transactions contemplated hereby, or (iv) grant any
proxies or powers of attorney with respect to any of the Shares, deposit
any Shares into a voting trust or enter into a voting agreement with
respect to such Shares. Notwithstanding the foregoing, Cramer may transfer
its Shares if such transferee becomes a party to and bound by all of the
terms of this Agreement.
(b) It will not enter into any transaction, take any action, or
directly or indirectly cause any event to occur that would result in any
of the representations or warranties of Cramer herein contained not being
true and correct at and as of the time immediately after the occurrence of
such transaction, action or event.
3. Representations and Warranties. Cramer represents and warrants
with respect to itself and the Shares it owns that:
(a) It is the record or beneficial owner of the number of Shares set
forth on Schedule A opposite its name and, except for the Shares, it is
not the record or beneficial owner of any shares of the Company Common
Stock.
<PAGE> 12
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(b) This Agreement has been duly executed and delivered by Cramer and
constitutes the legal, valid and binding obligation of Cramer, enforceable
against Cramer in accordance with its terms. Cramer has all necessary
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated
hereby. Neither the execution and delivery of this Agreement nor the
consummation by Cramer of the transactions contemplated hereby will result
in a violation of, or a default under, or conflict with, any contract,
trust, commitment, agreement, understanding, arrangement or restriction of
any kind to which Cramer is a party or bound or to which the Shares are
subject which would materially impair the ability of Cramer to perform
hereunder. Consummation by Cramer of the transactions contemplated hereby
will not violate, or require any consent, approval, or notice under, any
provision of any judgment, order, decree, statute, law, rule or regulation
applicable to Cramer or the Shares, except for any filing under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
filing of an amendment to the Schedules 13D, if any, filed by Cramer with
respect to the Company Common Stock.
(c) The Shares owned by Cramer and the certificates representing such
Shares are now and at all times during the term hereof will be held by
Cramer or by a nominee or custodian for its benefit, free and clear of all
liens, claims, security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever,
except for any such encumbrances or proxies arising hereunder.
(d) No broker, investment banker, financial adviser or other person is
entitled to any broker's, finder's, financial adviser's or other similar
fee or commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of Cramer.
4. Certain Events. Cramer agrees that this Agreement and the
obligations hereunder shall attach to the Shares owned by it and shall be
binding upon any person or entity to which legal or beneficial ownership of
such Shares shall pass, whether by operation of law or otherwise, including
without limitation such person's heirs, guardians, administrators or
successors. In the event of any stock split, stock dividend,
<PAGE> 13
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merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Company Common Stock, or the acquisition
of additional shares of Company Common Stock by Cramer, this Agreement and the
obligations hereunder shall attach to any additional shares of Company Common
Stock or other voting securities of the Company issued to or acquired by
Cramer. In the event of a stock dividend or distribution, or any change in
Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term
"Shares" shall be deemed to refer to and include the Shares as well as all such
stock dividends and distributions and any shares into which or for which any or
all of the Shares may be changed or exchanged.
5. Specific Enforcement of Voting Agreement. Cramer expressly
acknowledges that damages alone will not be adequate remedy for any breach by
Cramer of this Agreement and that Acquiror, in addition to any other remedies
it may have, will be entitled as a matter of right, to injunctive relief,
including specific performance, in any court of competent jurisdiction with
respect to any actual or threatened breach by Cramer of the provisions of this
Agreement.
6. Termination. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate upon the first to occur of (a) the
consummation of the Merger, (b) January 15, 1998, or (c) the date of
termination of the Merger Agreement by any of the parties thereto.
7. Miscellaneous.
(a) All communication under this Agreement shall be in writing and
shall be deemed given if delivered personally or sent by overnight courier
(providing proof of delivery) to the parties at the following addresses
(or at such other address for a party as shall be specified by like
notice):
If to Acquiror:
6805 Route 202
New Hope, Pennsylvania 18938
Attention: Aloysius T. Lawn, IV
Telecopy: (215) 862-1085
<PAGE> 14
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with a copy to:
Arnold & Porter
399 Park Avenue
New York, New York 10022
Attention: Jonathan C. Stapleton
Telecopy: (215) 715-1399
If to Cramer:
Cramer Berkowitz & Co.
100 Wall Street
8th Floor
New York, New York 10005
Attention: Mr. Jeffrey Berkowitz
Telecopy No:
with a copy to:
Wiley Rein & Fielding
1776 K Street
Washington, D.C. 20006
Attention: Ida Draim, Esq.
Telecopy No.: (202) 429-7049
(b) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(c) This Agreement constitutes the entire agreement relating to the
subject matter covered herein, and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to
the subject matter hereof.
(d) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part,
by operation of law or otherwise, by any of the parties without the prior
written consent of the other parties, except that this Agreement shall be
binding upon Cramer and its successors and assigns and except as provided
in Section 2(a).
(e) The construction and performance of this Agreement will be
governed by the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.
<PAGE> 15
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(f) If any term, provision, covenant or restriction herein, or the
application thereof to any circumstance, shall, to any extent, be held by
a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions herein
and the application thereof to any other circumstances, shall remain in
full force and effect, shall not in any way be affected, impaired or
invalidated, and shall be enforced to the fullest extent permitted by law.
(g) Cramer hereby agrees that irreparable damage would occur and that
Acquiror would not have any adequate remedy at law in the event that any
of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed
that Acquiror shall be entitled to an injunction or injunctions to prevent
breaches by Cramer of this Agreement and to enforce specifically the terms
and provisions of this Agreement in any court, in addition to any other
remedy to which it is entitled at law or in equity. In addition, each of
the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such
party will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court and (iii) agrees
that such party will not bring any action relating to this Agreement or
any of the transactions contemplated hereby in any court other than a
Federal court sitting in the State of Delaware or a Delaware state court.
(h) No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless is shall be in writing and
signed by such party.
(i) This Agreement may be executed in one or more counterparts, all
of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
<PAGE> 16
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IN WITNESS WHEREOF, the parties have caused this agreement to be
executed by their duly authorized officers all as of the day and year first
above written.
J.J. CRAMER & CO.
By: /s/ JEFFREY L. BERKOWITZ
--------------------------------------
Name: Jeffrey L. Berkowitz
Title: Partner
TEL-SAVE HOLDINGS, INC.
By: /s/ EDWARD B. MEYERCORD, III
-----------------------------------
Name: Edward B. Meyercord, III
Title: Executive Vice President
<PAGE> 17
SCHEDULE A
<TABLE>
<CAPTION>
Stockholder Number of Shares Owned
- ----------- ----------------------
<S> <C>
J.J. Cramer & Co. 955,000
</TABLE>
