SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SHARED TECHNOLOGIES CELLULAR, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
819487109
(CUSIP Number)
Donald E. Miller, Esq.
Senior Vice President and General Counsel
The Fairchild Corporation, 300 West Service Road
P.O. Box 10803, Chantilly, Virginia 20153
Telephone: 703-478-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 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 schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No. 819487109
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Fairchild Corporation -- IRS EIN 34-0728587
RHI Holdings, Inc. -- IRS EIN 34-1545939
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ] b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Reporting Persons are incorporated under the laws of
Delaware
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 1,000,000 (See Items 4 and 5)
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 1,000,000 (See Items 4 and 5)
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,000,000 (See Items 4 and 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
See Item 5
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.84%
14. TYPE OF REPORTING PERSON: CO
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") amends the statement on
Schedule 13D (the "Original 13D Filing") filed with the Securities
and Exchange Commission on January 21, 1997, with respect to the
common stock, par value $.01 per share (the "Common Stock") of
Shared Technologies Cellular, Inc., a Delaware corporation
("Issuer"). The principal executive offices of Issuer are located
at 100 Great Meadow Road, Wethersfield, CT 06109. Capitalized
terms used but not otherwise defined herein shall have the meaning
ascribed to them in the Original 13D Filing.
Other than as set forth herein, there has been no material change
in the information set forth in the Original 13D
Filing.
Item 2. Identity and Background.
This statement is filed by The Fairchild Corporation ("TFC") and
RHI Holdings, Inc. ("RHI"), each a Delaware corporation. The
address of each of TFC and RHI is 300 West Service Road, Chantilly,
VA 20102 (Mailing Address: P.O. Box 10803, Chantilly VA 20153).
TFC is a leading worldwide supplier of aerospace fasteners. RHI is
a wholly owned subsidiary of TFC.
The Original 13D Filing sets forth the name, business address, the
present principal occupation or employer, and the citizenship of
the executive officers and directors of the Reporting Persons.
There has been no material change in such information.
During the past five years prior to the date hereof, none of the
Reporting Persons, and (to the knowledge of the Reporting Persons)
no executive officer or director of the Reporting Persons has: (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 violations with respect to
such laws.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original 13D Filing is hereby amended by adding the
following:
(a) The Original 13D Filing describes a Purchase Agreement
between the Issuer and RHI, dated as of December 27, 1996, pursuant
to which RHI has the right to purchase certain Units. Each Unit
consists of one share of Issuer Common Stock and one warrant to
purchase Issuer Common Stock ("Warrants"). Each Warrant entitles
the holder thereof to purchase, initially, one share of Issuer
Common Stock at a price, initially, of $3.00 per share.
Pursuant to the Purchase Agreement, on February 10, 1997, RHI
purchased an additional 250,000 Units at a price of $3.00 per Unit.
To the knowledge of the Reporting Persons, none of the directors
and officers of the Reporting Persons own shares of Common Stock of
Issuer.
(b) The information required by this paragraph is set forth in
tabular form in Numbered Paragraphs 7 through 11 on Page 2 of this
Schedule.
As a result of the purchase of additional Units, the Reporting
Persons beneficially own an aggregate of 1,000,000 shares of Issuer
Common Sock (consisting of: (i) 250,000 shares of Common Stock
purchased as of 12/30/96; (ii) 250,000 shares of Common Stock
issuable under Warrants dated as of 12/30/96; (iii) 250,000 shares
of Common Stock purchased as of 2/10/97; and (iv) 250,000 shares of
Common Stock issuable under Warrants dated as of 2/10/97). Prior
to the purchase of Issuer Common Stock, the Issuer represented
there were 4,606,184 shares of Issuer Common Stock issued and
outstanding on 12/27/96. Assuming that the issued and outstanding
shares of Issuer Common Stock is 5,196,184 shares (after giving
effect to the purchase of 500,000 shares by the Reporting Persons),
the Reporting Persons' beneficial ownership represents 17.84% of
the Issuer Common Stock.
[17.84% beneficial ownership calculated as follows: (A) 500,000
shares of Common Stock plus 500,000 shares issuable under
War-rants; divided by (B) 5,196,184 issued and outstanding shares
of Issuer Common Stock plus 500,000 shares issuable under
Warrants.]
Exclusion of Shares Contingently Issuable Under the Purchase
Agreement and the Option Agreement: If the Reporting Persons are
deemed to beneficially own all of the Issuer Common Stock that it
has contingent rights to purchase under the Purchase Agreement and
the Option Agreement (as described in the Original 13D Filing), the
Reporting Persons would beneficially own 4,428,572 shares of Issuer
Common Stock (after giving effect to the conversion of Issuer
Series B Preferred Stock at the midpoint of the conversion rate
collar), or 49.02% of the Issuer Common Stock. The contingencies
under which such additional shares are issuable to the Reporting
Persons are described in the Original 13D Filing.
Exclusion of Shares Beneficially Owned by Shared Technologies
Fairchild, Inc.: RHI beneficially owns common stock of Shared
Technologies Fairchild Inc. ("STFI") as follows: 51.62%** of the
issued and outstanding STFI Common Stock (giving effect to
conversion of 6% Cumulative Preferred Stock), or 39.53%** of the
issued and outstanding STFI Common Stock (without giving effect to
the conversion of 6% Cumulative Preferred Stock).(**Figures are
based on 15,685,269 shares of STFI Common Stock issued and
outstanding as of January 15, 1997.) By virtue of RHI's stock
ownership in STFI and TFC's representation on the STFI Board of
Directors, the Reporting Persons may be deemed to beneficially own
the 3,260,642 shares of Issuer Common Stock*** beneficially
owned by STFI. If the Reporting Persons are deemed to beneficially
own: (A) all of the Issuer Common Stock beneficially owned by STFI,
and (B) all of the Issuer Common Stock that RHI has contingent
rights to purchase under the Purchase Agreement and the Option
Agreement (and the various Warrants issuable pursuant thereto),
then (C) the Reporting Persons would beneficially own 6,260,642
shares of Issuer Common Stock***, or 69.3% of the Issuer Common
Stock. The Reporting Persons disclaim beneficial ownership of
Issuer Common Stock owned by STFI, except to the extent of their
pecuniary interest therein. (***Stock ownership calculated after
giving effect to the conversion of Issuer Warrants and the
conversion of Issuer Series B Preferred Stock at midpoint of the
conversion rate collar.)
Disclaimer of Beneficial Ownership By Jeffrey Steiner. As a result
of his 38.8% beneficial ownership in TFC and his position as
Chairman, Chief Executive Officer and President of TFC, Jeffrey
Steiner may be deemed to be the beneficial owner of the 1,000,000
shares of Issuer Common Stock beneficially owned by the Reporting
Persons.
Mr. Steiner disclaims such beneficial ownership, except to the
extent of his pecuniary interest therein.
(c) No applicable
(d) Not applicable.
(e) Not applicable.
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.
February 19, 1997 THE FAIRCHILD CORPORATION
By: _______/s/_____________
Colin M. Cohen
Senior Vice President and CFO
RHI HOLDINGS, INC.
By: ________/s/___________
Colin M. Cohen
Vice President and CFO
