UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
February 14, 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 13 PAGES
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SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 2 OF 13 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 775,100
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
775,100
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 3 OF 13 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
775,100
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
775,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 4 OF 13 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
775,100
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
775,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 5 OF 13 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 775,100
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
775,100
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 818 905 101 PAGE 6 OF 13 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 775,100
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
775,100
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
775,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 818 905 101
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates 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."
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed by J.J. Cramer & Co.,
a Delaware corporation (the "Manager"), Cramer Capital Corporation, a Delaware
corporation, Cramer Partners, L.P., a Delaware limited partnership (the
"Partnership"), James J. Cramer and Karen L. Cramer (collectively, the
"Reporting Persons"). A copy of the Joint Filing Agreement among the Reporting
Persons is annexed hereto as Exhibit A.
The Manager acts as an investment adviser to and manager of Cramer
Partners, L.P. (the "Partnership"). The address of the principal business and
principal office of the Manager, the Partnership and Cramer Capital Corporation
is 100 Wall Street, New York, New York 10005. The business address of James
Cramer and Karen Cramer is 100 Wall Street, New York, New York 10005. The
present principal occupation or employment of James Cramer is President of J.J.
Cramer & Co. and the present principal occupation or employment of Karen Cramer
is Vice President of J.J. Cramer & Co.
PAGE 7 OF 13 PAGES
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CUSIP NO. 818 905 101
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. James Cramer and Karen Cramer are citizens of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares were purchased with the personal funds of the Partnership
in the amount of $6,331,485.42.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares were acquired for investment purposes. The Reporting
Persons may consider making additional purchases of equity securities of the
Company in open-market or private transactions, the extent of which purchases
would depend upon prevailing market and other conditions. Alternatively, the
Reporting Persons may sell all or a portion of their Shares in open-market or
private transactions, depending upon prevailing market conditions and other
factors.
PAGE 8 OF 13 PAGES
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CUSIP NO. 818 905 101
Except as indicated above, the Reporting Persons have no plans or
proposals which relate to or would result in any of the events, actions or
conditions specified in paragraphs (a) through (j) of Item 4 of this Form.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) This statement on Schedule 13D relates to 775,100 Shares
beneficially owned by the Reporting Persons, which constitute
approximately 5.1% of the issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the Manager have
sole voting and dispositive power with respect to 775,100 Shares
owned by the Partnership. James Cramer and Karen Cramer have shared
voting and dispositive power with respect to the Partnership's
775,100 Shares.
(c) Within the past sixty days, the Reporting Persons purchased or
otherwise acquired Shares on the dates, in the amounts and at the
prices set forth on Exhibit B attached hereto and incorporated by
reference herein. Except where as noted, all of such purchases were
made on the open market.
(d) Not applicable.
(e) Not applicable.
PAGE 9 OF 13 PAGES
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CUSIP NO. 818 905 101
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
As discussed in Item 2 above, the Manager acts as investment adviser
to the Partnership, which owns 775,100 Shares. James Cramer is the president of
the Manager and Karen Cramer is the vice president. Except as set forth above,
there exist no contracts, arrangements, understandings or relationships legal or
otherwise among the persons named in Item 2 and between such persons and any
persons with respect to any securities of the Company, including, but not
limiting to transfer or voting of any securities, finders' fees, joint ventures,
loan or option agreements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Joint Filing Agreement
Exhibit B Transactions in Common Stock Within Past 60
Days
PAGE 10 OF 13 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: February 20, 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 11 OF 13 PAGES
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the persons named below each hereby agrees that the
Schedule 13D filed herewith and any amendments thereto relating to the
acquisition of shares of the Common Stock of the Company is filed jointly on
behalf of each such person.
Dated: February 20, 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 12 OF 13 PAGES
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EXHIBIT B
Transactions in Common Stock
of The Company within the Past 60 Days
No. of Shares
Trade Dates Purchased/Sold Cost Per Share Type
- ----------- -------------- -------------- ----
12/17/96 20,000 8.688 P
12/27/96 10,000 9.156 P
12/30/96 4,500 8.875 P
12/31/96 4,000 9.00 P
12/31/96 3,500 9.25 P
1/27/97 30,000 7.625 P
1/29/97 10,000 7.375 P
1/30/97 5,000 7.50 P
2/5/97 160,000 7.75 P
2/7/97 5,000 8.50 S
2/7/97 10,000 8.50 S
2/12/97 15,000 7.875 P
2/13/97 10,000 7.75 P
2/14/97 25,000 7.75 P
PAGE 13 OF 13 PAGES
