UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)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)
October 26, 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 14 Pages
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SCHEDULE 13D
CUSIP No. 818905101 Page 2 of 14 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 1,164,700
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,164,700
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,164,700
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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)
6.8%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 14 Pages
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This Amendment No. 2 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on September 8, 1997, as amended on
September 18, 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 $11,865,239.62 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 $881,013.25 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 14 Pages
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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 1,083,700 Shares of the Company (or approximately 6.3% 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 81,000 Shares of the Company
(or 0.5% of the Company Common Stock outstanding on October 8, 1997) owned by
Offshore, in each case 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.
(b) See Item 6.
(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 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the Issuer.
The information set forth in Item 6 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
Page 4 of 14 Pages
<PAGE>
On October 26, 1997, the Partnership entered into a certain voting
agreement (the "Voting Agreement", a copy of which is attached hereto as Exhibit
B and is hereby incorporated herein by reference) with Tel-Save Holdings, Inc.,
a Delaware corporation (the "Acquiror"), in connection with an Agreement and
Plan of Merger (the "Merger Agreement") dated July 16, 1997 by and among the
Acquiror, the Company and TSHCo, Inc., a Delaware corporation wholly owned by
the Acquiror. Under the Voting Agreement, the Partnership is obligated to vote
all Shares of the Company owned or controlled by it (together, the "Controlled
Shares") in favor of the Merger Agreement and the merger (the "Merger")
contemplated by the Merger Agreement, and not to vote the Controlled Shares in
any manner which would tend to frustrate the consummation of the Merger. Under
the Voting Agreement, the Partnership is also obligated not to dispose of or
enter into any agreement to dispose of Shares owned by it, unless the transferee
of such disposition is made a party to and subject to the restrictions of the
Voting Agreement.
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.
Exhibit B -- Voting Agreement between Mentor Partners,
L.P. and Tel-Save Holdings, Inc. dated
October 26, 1997.
Page 5 of 14 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.
October 30, 1997
----------------
(Date)
/s/ Daniel Tisch
----------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
---------------------
(Name/Title)
Page 6 of 14 Pages
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EXHIBIT INDEX
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Exhibit B -- Voting Agreement between Mentor Partners, L.P. and
Tel-Save Holdings, Inc. dated October 26, 1997.
Page 7 of 14 Pages
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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 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
September 18, 1997 2,200 24,918.96 11.327
September 19, 1997 18,000 208,477.80 11.582
September 19, 1997 36,000 414,752.40 11.521
September 29, 1997 5,000 59,575.00 11.915
September 29, 1997 18,000 218,610.00 12.145
September 30, 1997 10,000 120,000.00 12.000
Offshore 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
September 26, 1997 1,000 11,645.00 11.645
================================================================================
All Shares were purchased in transactions on the NASDAQ National Market.
Page 8 of 14 Pages
<PAGE>
EXHIBIT B
VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of October 26, 1997
by and between Mentor Partners, L.P. ("Stockholder") 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, Stockholder owns (either beneficially or of
record) the number of shares (the "Shares") of Company Common Stock set forth
opposite such Stockholder's name on Schedule A hereto; and
WHEREAS, as a condition to the willingness of Acquiror to proceed with the
Merger Agreement, Acquiror has requested that Stockholder execute and deliver to
Acquiror and Merger Sub this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Agreement to Vote Shares. Stockholder agrees to vote the Shares and any
other shares of Company Common Stock which Stockholder, 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 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. Stockholder agrees with respect to itself and the Shares it
owns that:
Page 9 of 14 Pages
<PAGE>
(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,
Stockholder 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 Stockholder 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. Stockholder 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.
(b) This Agreement has been duly executed and delivered by Stockholder and
constitutes the legal, valid and binding obligation of Stockholder, enforceable
against Stockholder in accordance with its terms. Stockholder 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
Stockholder 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
Stockholder is a party or bound or to which the Shares are subject which would
materially impair the ability of Stockholder to perform hereunder. Consummation
by Stockholder 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 Stockholder 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 Stockholder with respect to the Company Common Stock.
2
Page 10 of 14 Pages
<PAGE>
(c) The Shares owned by Stockholder and the certificates representing such
Shares are now and at all times during the term hereof will be held by
Stockholder or by a nominee or custodian for its benefit, free and clear of all
liens, claims and security interests (except that the Shares are and may be held
in a margin account), 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 agreements included herein based upon
arrangements made by or on behalf of Stockholder.
4. Certain Events. Stockholder 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, 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 Stockholder, 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 Stockholder. 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. Stockholder expressly
acknowledges that damages alone will not be adequate remedy for any breach by
Stockholder 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 Stockholder 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.
3
Page 11 of 14 Pages
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(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
with a copy to: Arnold & Porter 399 Park Avenue New York,
New York 10022 Attention: Jonathan C. Stapleton Telecopy:
(212) 715-1399
If to Stockholder: Mentor Partners, L.P., c/o WTG & Co.,
L.P., 500 Park Avenue, New York, New York 10022,
Attention: Mr. Daniel Tisch Telecopy No: (212) 826-8928
(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 Stockholder 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.
(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) Stockholder hereby agrees that irreparable damage would occur and that
Acquiror would not have any adequate remedy at
4
Page 12 of 14 Pages
<PAGE>
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 Stockholder 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 it 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.
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.
MENTOR PARTNERS, L.P.
By: WTG & CO., L.P.,
General Partner
By:/s/ Daniel Tisch
-----------------------------
Daniel Tisch, General Partner
TEL-SAVE HOLDINGS, INC.
By: /s/ Aloysius T. Lawn, IV
------------------------
Name: Aloysius T. Lawn, IV
Title: General Counsel and Secretary
5
Page 13 of 14 Pages
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SCHEDULE A
Stockholder Number of Shares Owned
Mentor Partners, L.P. 1,083,700
6
Page 14 of 14 Pages
