UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)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
c/o 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)
November 20, 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 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 83,700
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 83,700
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,700
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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)
0.5%
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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. 3 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on September 8, 1997, as amended on
September 18, 1997 and October 30, 1997 (the "Schedule 13D") by Mentor Partners,
L.P., a Delaware limited partnership (the "Partnership"), relating to the 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 $974,778.25 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.
Offshore at present has no Shares or cost basis in Shares of
the Company.
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
Page 3 of 7 Pages
<PAGE>
information to the respective paragraphs thereof:
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 83,700 Shares of the Company (or approximately 0.5% of the Company's Common
Stock outstanding on October 8, 1997) and the Partnership may be deemed to own
beneficially an aggregate of an additional 0 Shares of the Company (or 0% of the
Company Common Stock outstanding on October 8, 1997) owned by Offshore, in each
cased based on the number of 17,167,905 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.
Item 7. Material to be Filed as Exhibits.
The information set forth in Item 7 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
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.
November 25, 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 INDEX
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 6 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 September 29, 1997 900 10,723.50 11.915
September 29, 1997 18,000 218,610.00 12.145
September 30, 1997 10,000 120,000.00 12.000
October 31, 1997 1,700 20,026.00 11.780
November 4, 1997 41,500 473,120.75 11.401
November 5, 1997 11,600 132,298.00 11.405
November 17, 1997 (36,500) 501,858.27 13.750
November 17, 1997 (18,300) 253,691.75 13.863
November 20, 1997 (1,000,000) 14,749,508.33 14.750
Offshore November 17, 1997 (81,000) 1,222,897.91 13.863
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All Shares were purchased in transactions on the NASDAQ National Market.
Page 7 of 7 Pages
