UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)1
NACT Telecommunications, Inc.
(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)
February 12, 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(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.
- ---------------------
1The 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 11 Pages
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SCHEDULE 13D
CUSIP No. 62872G109 Page 2 of 11 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
- --------------------------------------------------------------------------------
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 437,200
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
- --------------------------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
437,200
PERSON
- --------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
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Item 1. Security and Issuer.
This statement relates to shares (the "Shares") of the Common Stock, $.01
par value, of NACT Telecommunications, Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 191 West
5200 North, Provo, Utah 84604.
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,
classic arbitrage, including convertible
Page 3 of 11 Pages
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securities arbitrage. The principal business of the General Partner is
serving as the general partner of the Partnership. The General Partner acts as
the investment advisor to Offshore and votes shares held by Offshore. 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 $6,453,391.02 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
Page 4 of 11 Pages
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in the ordinary course of business.
The $597,647.37 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.
tem 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Partnership owns
Page 5 of 11 Pages
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beneficially an aggregate of 400,000 Shares of the Company (or
approximately 4.9% of the Company's Common Stock outstanding on February 13,
1998) and the Partnership may be deemed to own beneficially an aggregate of an
additional 37,200 Shares of the Company (or 0.5% of the Company common stock
outstanding on February 13, 1998) owned by Offshore, in each case based on the
number of 8,129,096 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
Page 6 of 11 Pages
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other person who has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the 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 11 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.
February 20, 1998
------------------------
(Date)
/s/ Daniel Tisch
------------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
-------------------------
(Name/Title)
Page 8 of 11 Pages
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EXHIBIT INDEX
-------------
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 9 of 11 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 January 6, 1998 35,000 559,709.50 15.992
January 7, 1998 25,000 405,687.50 16.228
January 7, 1998 40,000 645,520.00 16.138
January 8, 1998 15,000 244,350.00 16.290
January 8, 1998 26,000 423,280.00 16.280
January 9, 1998 16,000 258,171.20 16.136
January 9, 1998 20,000 319,350.00 15.968
January 12, 1998 10,000 155,213.00 15.521
January 12, 1998 8,400 130,428.48 15.527
January 13, 1998 17,900 280,108.15 15.649
January 13, 1998 22,300 351,624.17 15.768
January 14, 1998 25,000 392,907.50 15.716
January 22, 1998 9,500 157,317.15 16.560
January 22, 1998 2,400 39,672.00 16.530
January 23, 1998 10,000 165,400.00 16.540
January 26, 1998 14,500 239,322.50 16.505
January 27, 1998 13,300 216,031.90 16.243
January 27, 1998 800 12,929.52 16.162
January 28, 1998 1,000 16,165.00 16.165
January 29, 1998 2,000 32,185.00 16.093
February 3, 1998 1,000 16,165.00 16.165
February 4, 1998 400 6,466.00 16.165
February 5, 1998 3,200 52,128.00 16.290
February 9, 1998 31,300 516,496.95 16.502
February 10, 1998 5,000 82,700.00 16.540
February 12, 1998 45,000 734,062.50 16.313
Page 10 of 11 Pages
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Offshore January 6, 1998 9,100 145,524.47 15.992
January 7, 1998 1,900 30,662.20 16.138
January 8, 1998 4,000 65,120.00 16.280
January 12, 1998 5,000 77,636.00 15.527
January 13, 1998 2,500 39,121.25 15.649
January 13, 1998 2,500 39,419.75 15.768
January 22, 1998 1,000 16,530.00 16.530
January 23, 1998 3,500 57,855.00 16.530
January 26, 1998 500 8,252.50 16.505
January 27, 1998 1,000 16,161.90 16.162
February 9, 1998 1,200 19,801.80 16.502
February 12, 1998 5,000 81,562.50 16.313
================================================================================
All Shares acquired by the Partnership and Offshore were purchased in
transactions on the over-the-counter market.
Page 11 of 11 Pages
