SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)(1)
NACT Telecommunications, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
62872G109
---------
(Cusip Number)
Daniel R. Tisch
c/o Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 1998
---------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
- ----------
(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>
Cusip No. 62872G109 13D Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mentor Partners, L.P. Employer I.D.# 06-126-0469
- --------------------------------------------------------------------------------
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
Shares 649,300
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
649,300
--------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
649,300
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
<PAGE>
This Amendment No. 2 amends the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on February 23, 1998, as
amended on March 2, 1998 (the "Schedule 13D") by Mentor Partners, L.P., a
Delaware limited partnership (the "Partnership"), relating to the Common Stock,
par value $0.01 per share (the "Shares"), of NACT Telecommunications, 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 to the respective
paragraphs thereof:
The $9,800,301.20 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 Shares of the Company acquired by the Partnership were
purchased in the ordinary course of business.
The $883,127.34 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 7 Pages
<PAGE>
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 596,000 Shares of the Company (or approximately 7.3% of the
Company's Common Stock outstanding on June 30, 1998) and the Partnership may be
deemed to own beneficially an aggregate of an additional 53,300 Shares of the
Company (or 0.7% of the Company's Common Stock outstanding on June 30, 1998)
owned by Offshore, in each case based on the number of 8,133,830 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.
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.
October 2, 1998
-----------------------------
(Date)
/s/ Daniel R. Tisch
-----------------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
-----------------------------
(Name/Title)
Page 5 of 7 Pages
<PAGE>
EXHIBIT INDEX
Exhibit A -- Acquisitions of Shares by the Partnership During the Past Sixty
Days.
Page 6 of 7 Pages
<PAGE>
EXHIBIT A
Acquisitions of Shares by the Partnership
During the Past Sixty Days
Date of Number Price Per
Entity Transaction of Shares Aggregate Price Share
------ ----------- --------- --------------- -----
Partnership September 18, 1998 3,200 48,096.00 15.030
September 18, 1998 4,000 60,120.00 15.030
October 1, 1998 2,000 28,560.00 14.280
October 2, 1998 12,100 155,163.14 12.823
==============================================================================
All Shares acquired by the Partnership were purchased in transactions on
the over-the-counter market.
Page 7 of 7 Pages
