UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
Shared Technologies Fairchild Inc.
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(Name of Issuer)
Common Stock, par value $.004 per share
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(Title of Class of Securities)
818905101
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(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 17, 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
- --------
1 The remainder of this cover page shall be filled out for a reporting
persons's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.).
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 818905101 Page 2 of 7 Pages
--------- ------ -----
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
State of Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,074,500
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,074,500
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,074,500
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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)
6.5%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
<PAGE>
This Amendment No. 1 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on September 8, 1997 (the "Schedule 13D")
by Mentor Partners, L.P., a Delaware limited partnership (the "Partnership"),
relating to Common Stock, par value $0.004 per share (the "Shares"), of Shared
Technologies Fairchild Inc., a Delaware corporation (the "Company"). Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 3 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
The $10,818,905.46 used to purchase Shares of the Company for the
Partnership came from the Partnership's working capital, which may at any given
time include funds borrowed in the ordinary course of its business activities
from margin accounts. All of the Company Shares acquired by the Partnership were
purchased in the ordinary course of business.
The $869,368.25 used to purchase Shares of the Company for Offshore was
Furnished from Offshore's investment capital, which at any given time include
funds borrowed in the ordinary course of its business activities from margin
accounts. All of the Shares of the Company acquired for Offshore were purchased
in the ordinary course of business.
Page 3 of 7 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 5 of the Schedule 13D is hereby amended
and supplemented by adding the following information to the respective
paragraphs thereof:
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 994,500 Shares of the Company (or approximately 6.0% of the Company's Common
Stock outstanding on August 13, 1997) and the Partnership may be deemed to own
beneficially an aggregate of an additional 80,000 Shares of the Company (or 0.5%
of the Company common stock outstanding on August 13, 1997) owned by Offshore,
in each case based on the number of 16,570,008 Shares of Company Common Stock
then outstanding as set forth in the Company's most recent filing with the
Securities and Exchange Commission.
(c) Except as set forth in Exhibit A, which is hereby incorporated herein
by reference, no transactions in the Shares have been effected during the past
sixty days by the Partnership or, to its best knowledge, any of the Control
Persons or Offshore.
Page 4 of 7 Pages
<PAGE>
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.
September 18, 1997
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(Date)
/s/ Daniel Tisch
----------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 5 of 7 Pages
<PAGE>
EXHIBIT A
Acquisitions of Shares by the Partnership
and Offshore During the Past Sixty Days
---------------------------------------
Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
Partnership July 17, 1997 303,200 3,219,074.40 10.617
July 18, 1997 57,500 610,972.00 10.626
July 25, 1997 1,000 10,592.50 10.593
July 30, 1997 55,000 582,444.50 10.590
July 30, 1997 25,000 266,875.00 10.675
August 4, 1997 3,000 31,965.00 10.655
August 12, 1997 20,000 215,000.00 10.750
August 12, 1997 9,500 102,378.65 10.777
August 13, 1997 45,000 483,750.00 10.750
August 13, 1997 26,500 285,450.05 10.772
August 27, 1997 62,000 667,740.00 10.770
August 28, 1997 75,500 812,855.65 10.766
September 2, 1997 15,500 167,169.05 10.785
September 2, 1997 81,100 876,893.75 10.813
September 9, 1997 10,000 116,450.00 11.645
September 10, 1997 40,000 470,176.00 11.754
September 11, 1997 29,700 345,856.50 11.645
September 11, 1997 6,000 70,680.00 11.780
September 12, 1997 13,000 153,010.00 11.770
September 15, 1997 24,700 289,493.88 11.720
September 16, 1997 10,000 115,513.00 11.551
September 17, 1997 40,500 458,156.25 11.313
September 17, 1997 40,800 466,409.28 11.432
Offshore July 17, 1997 20,000 212,340.00 10.617
July 18, 1997 5,000 53,128.00 10.626
July 30, 1997 5,000 52,949.50 10.590
July 30, 1997 5,000 53,375.00 10.675
Page 6 of 7 Pages
<PAGE>
August 4, 1997 5,000 53,275.00 10.655
August 12, 1997 10,000 107,500.00 10.750
August 21, 1997 2,000 21,310.00 10.655
August 27, 1997 8,000 86,160.00 10.770
September 10, 1997 5,000 58,750.00 11.750
September 17, 1997 7,500 84,843.75 11.313
September 17, 1997 7,500 85,737.00 11.432
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All Shares were purchased in transactions on the NASDAQ National Market.
Page 7 of 7 Pages
