UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)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 2, 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.
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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 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 818905101 Page 2 of 10 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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7 SOLE VOTING POWER
NUMBER OF
841,600
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
841,600
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,600
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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)
5.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
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Item 1. Security and Issuer.
This statement relates to shares of the Common Stock (the "Shares") of
Shared Technologies Fairchild Inc., a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 100 Great Meadow Rd.,
Wethersfield, CT 06109.
Item 2. Identity and Background.
This statement is filed on behalf of Mentor Partners, L.P., a Delaware
limited partnership (the "Partnership") with respect to Shares of the Company
(a) owned by the Partnership and (b) owned by Mentor Offshore Fund Limited
("Offshore"), a Cayman Islands company. The general partner of the Partnership
is WTG & Co., L.P., a Delaware limited partnership (the "General Partner") and
the general partner of the General Partner is D. Tisch & Co., Inc., a Delaware
corporation ("D. Tisch & Co."), all of the common stock of which is owned by
Daniel R. Tisch (collectively with D. Tisch & Co. and the General Partner, the
"Control Persons").
The address of the principal offices and principal business of the
Partnership and each of the Control Persons is 500 Park Avenue, New York, New
York 10022.
The Partnership's principal business is investment in securities, primarily
in connection with "merger" (or "risk") arbitrage and, to a lesser extent,
Page 3 of 10 Pages
<PAGE>
classic arbitrage, including convertible securities arbitrage. The principal
business of the General Partner is serving as the general partner of the
Partnership. The sole business of D. Tisch & Co. is serving as the general
partner of the General Partner, and other than such service, D. Tisch & Co. has
no investment or operating history of any kind. Daniel R. Tisch's principal
occupation is that of President and sole Director of D. Tisch & Co., and he is a
United States citizen.
Neither the Partnership nor, to its best knowledge, any of the Control
Persons has during the last five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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.
Item 3. Source and Amount of Funds or Other Consideration.
The $8,353,893.15 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.
Page 4 of 10 Pages
<PAGE>
The $640,037.50 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.
Item 4. Purpose of Transaction.
The Partnership and Offshore acquired the Shares of the Company for
investment purposes, and only in the ordinary course of business.
In the ordinary course of business, the Partnership and/or Offshore from
time to time evaluate their holdings of securities, and based on such
evaluation, the Partnership and/or Offshore may determine to acquire or dispose
of securities of specific issuers.
Neither the Partnership nor, to its knowledge, any of the Control Persons
or Offshore have any present plans or intentions which would result in or relate
to any of the transactions described in subparagraphs (a) through (j),
inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 781,600 Shares of the Company (or approximately 4.7% of the Company's Common
Page 5 of 10 Pages
<PAGE>
Stock outstanding on August 13, 1997) and the Partnership may be deemed to own
beneficially an aggregate of an additional 60,000 Shares of the Company (or 0.4%
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.
(b) The Partnership (through the Control Persons) has the sole power to
vote, and dispose of, all the Shares beneficially owned by the Partnership. In
addition, the General Partner is a party to investment management agreements
pursuant to which the General Partner has investment responsibility with respect
to the Company's Shares owned by Offshore. Pursuant to such agreements, Mr.
Tisch has the power to dispose of (or to direct the disposition of) the Shares
of the Company owned by Offshore.
(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.
(d) Neither the Partnership nor, to its best knowledge, any of the Control
Persons or Offshore have or know any other person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
Page 6 of 10 Pages
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sale of, any Shares beneficially owned by the Partnership or Offshore.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer.
Except as referred or described above, there are no contracts arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between any of such persons and any other person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 7 of 10 Pages
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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 8, 1997
------------------
(Date)
/s/
--------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 8 of 10 Pages
<PAGE>
EXHIBIT INDEX
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 9 of 10 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 305,000 3,238,185.00 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 81,100 878,515.75 10.833
September 2, 1997 15,500 167,169.05 10.785
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
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
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All Shares were purchased in transactions on the NASDAQ National Market.
Page 10 of 10 Pages
