UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
NACT Telecommunications, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
62872G109
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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)
February 27, 1998
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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.
- --------
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 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 62872G109 Page 2 of 8 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 558,400
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 558,400
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,400
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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)
6.9%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
<PAGE>
This Amendment No. 1 amends the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on February 23, 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 $8,375,480.05 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 $729,130.29 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 8 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 513,400 Shares of the Company (or approximately 6.3% 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 45,000 Shares of the Company (or 0.6%
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.
(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 8 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.
February 28, 1998
------------------
(Date)
/s/ Daniel Tisch
-----------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
---------------------
(Name/Title)
Page 5 of 8 Pages
<PAGE>
EXHIBIT INDEX
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Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 6 of 8 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 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
February 25, 1998 60,400 1,032,018.56 17.086
February 26, 1998 4,300 73,809.50 17.165
Page 7 of 8 Pages
<PAGE>
February 26, 1998 3,700 63,410.97 17.138
February 27, 1998 45,000 752,410.97 16.730
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
February 25, 1998 2,800 47,841.92 17.086
February 27, 1998 5,000 83,650.00 16.730
================================================================================
All Shares acquired by the Partnership and Offshore were purchased in
transactions on the over-the-counter market.
Page 8 of 8 Pages
