UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
SHARED TECHNOLOGIES CELLULAR, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
819487 10 9
(CUSIP Number)
Stephen E. Newton
Heller Ehrman White & McAuliffe
601 South Figueroa Street, 40th Floor
Los Angeles, CA 90017-5758
(213) 689-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 25, 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 [ ].
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.
*The remainder of this cover page shall be filled out for a reporting person'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).
SEC 1746 (12-91)
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George W. Mauerman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
134,775
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
134,775
10 SHARED DISPOSITIVE POWER
283,666
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George S. Mauerman, individually and as Trustee of the Adrien W.
Mauerman Testamentary Trust dated July 18, 1986
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
283,666
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
283,666
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
283,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, par value $0.01
per share, of Shared Technologies Cellular, Inc. (the "Issuer"), whose principal
executive office is located at 100 Great Meadow Road, Suite 102, Wethersfield,
Connecticut, 06109. The shares of the Issuer's Common Stock are referred to
herein as the "Shares."
ITEM 2. IDENTITY AND BACKGROUND.
(a) The Reporting Persons are George W. Mauerman ("GWM") and George S.
Mauerman ("GSM"), individually and as Trustee of the Adrien W. Mauerman
Testamentary Trust dated July 18, 1986 (the "Trust"). GSM is the father of GWM
and is the Trustee of the Trust, which is a trust domiciled in the State of
Oklahoma for the benefit of the children of GSM, and each of their respective
heirs. GWM has trading authorization over the accounts of GSM and the Trust
held at the brokerage firm of Smith Barney, Harris Upham & Co. Inc. ("Smith
Barney") and, as previously discussed, is a beneficiary of the Trust.
(b) The business address of each of the Reporting Persons is 6585 S. Yale,
Suite 500, Tulsa, OK 74136.
(c) The present principal occupation of GSM is a physician in private
practice and the principal occupation of GWM is private investor.
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in 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.
(f) GWM and GSM are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares were purchased with a combination of personal funds and funds
obtained from Margin Accounts maintained for GWM, GSM and the Trust at Smith
Barney, in the total amount of $1,169,709.09.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares were acquired for investment purposes. Depending upon prevailing
market and other conditions, the Reporting Persons may make additional purchases
of equity or debt securities of the Issuer in open-market or private
transactions or may sell all or a portion of their Shares in open-market or
private transactions. Except as indicated above, the Reporting Persons have no
plans or proposals which relate to or would result in: (i) the acquisition by
any person of additional securities of the Issuer or the disposition of
securities of the Issuer; (ii) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (iv) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (v) any material change in the present capitalization or dividend policy
of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment
Company Act of 1940; (vii) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; and (x) any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) This statement on Schedule 13D relates to an aggregate total of
418,441 Shares (approximately 6.6% of the issued and outstanding Shares of the
Issuer as of August 25, 1997 based on information received from the Issuer),
including 83,333 Shares acquirable under warrant within the next 60 days,
beneficially owned by the Reporting Persons. GWM may be considered the
beneficial owner of 418,441 Shares of Common Stock, which consist of (i) 109,775
Shares owned by GWM; (ii) 25,000 Shares subject to warrants held by GWM; (ii)
75,000 Shares owned by GSM individually, for which GWM has trading authority;
and (iv) 150,333 Shares owned by, and 58,333 Shares subject to warrants held by,
GSM as Trustee, for which GWM has trading authority. GSM individually and as
Trustee may be considered the beneficial owner of 283,666 Shares, which consist
of (i) 75,000 Shares owned by GSM individually and (ii) 150,333 Shares owned by,
and 58,333 Shares subject to warrants held by, GSM as Trustee. GSM also may be
deemed to be the beneficial owner of 134,775 Shares beneficially owned by his
son, GWM, but disclaims such beneficial ownership.
(b) GWM has the sole power to vote and dispose of 134,775 Shares, which
includes 25,000 Shares subject to warrants held by GWM. GWM shares the power to
vote 0 Shares and shares the power to dispose of 283,666 Shares, which consist
of (i) 75,000 Shares held by GSM individually, for which GWM has trading
authority; and (ii) 150,333 Shares owned by, and 58,333 Shares subject to
warrants held by, GSM as Trustee, for which GWM has trading authority. GSM has
the sole power to vote and shares the power dispose of 283,666 Shares, which
consist of (i) 75,000 Shares held by GSM individually and (ii) 150,333 Shares
owned by, and 58,333 Shares subject to warrants held by, GSM as Trustee. GSM
shares the power to vote and has the sole power to dispose 0 Shares.
(c) The following transactions were effected on the open market by GWM
within the past 60 days:
Trade Date # Shares Cost/Share Type
----------- --------- ---------- -------
7/18/97 2,000 3.19 P(urchase)
7/21/97 2,500 3.40 P
7/23/97 5,000 3.56 P
8/4/97 5,000 3.94 P
8/13/97 1,275 3.89 P
The following transactions were effected on the open market by GSM
individually within the past 60 days:
Trade Date # Shares Cost/Share Type
----------- --------- ----------- ---------
7/31/97 5,000 3.97 P
The following transactions were
effected on the open market by GSM as Trustee within the past 60 days:
Trade Date # Shares Cost/Share Type
---------- --------- ----------- ---------
7/18/97 2,000 3.25 P
7/23/97 2,500 3.56 P
7/31/97 2,500 3.94 P
In addition to the transactions detailed above, on August 25, 1997,
GWM and the Trust purchased 25,000 and 58,333 Common Stock Units (the "Units"),
respectively, each Unit consisting of one Share and a warrant to purchase one
additional Share at an exercise price of $3.00, from the Issuer for a purchase
price of $3.00 per Unit in a private placement transaction.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As discussed in Item 2, GSM is the father of GWM and is the Trustee of the
Trust. GWM has trading authorization over the accounts of the Trust and GSM and
is a beneficiary of the Trust, along with the other children of GSM and each of
their respective heirs. The Shares purchased from the Issuer on August 25, 1997
(and the Shares issuable upon exercise of the warrants) are subject to
restrictions on transfer pursuant to federal and state securities laws. Except
as previously described, there exist no contracts, arrangements, understandings
or relationships legal or otherwise among the persons named in Item 2 and
between such persons and any persons with respect to any securities of the
Issuer, including, but not limited to transfer or voting of any securities,
finders' fees, joint ventures, loan or option agreements, put or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7(a) Subscription Agreement among GWM and the Issuer.
Exhibit 7(b) Subscription Agreement among the Trust and the Issuer.
Exhibit 7(c) Full Trading Authorization with Privilege to Withdraw Money
and/or Securities by GSM
Exhibit 7(d) Full Trading Authorization with Privilege to Withdraw Money
and/or Securities by the Trust
Exhibit 7(e) Joint Filing Agreement
SIGNATURES
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.
Dated: September 4, 1997
/s/ George W. Mauerman
----------------------
George W. Mauerman
/s/ George S. Mauerman
-----------------------
George S. Mauerman
EXHIBIT 7(a)
SHARED TECHNOLOGIES CELLULAR, INC.
SUBSCRIPTION AGREEMENT
AUGUST 1997 PRIVATE PLACEMENT OF UNITS
Shared Technologies Cellular, Inc.
100 Great Meadow Road
Wethersfield, CT 06109
Gentlemen:
The undersigned (the "Investor") hereby subscribes for the number of units (the
"Units") set forth on the Signature page hereof. Each Unit consists of one share
(the "Shares") of Common Stock, $.01 par value, of Shared Technologies Cellular,
Inc. (the "Company"), a Delaware corporation, and one Common Stock Purchase
Warrant (the "Warrants"). Enclosed is a certified or bank check payable to
"Shared Technologies Cellular, Inc." in the amount set forth below as payment of
the total purchase price for the Units. Payments may also be made by wire
transfer. The Investor hereby acknowledges receipt of copies of the documents
listed on the Schedule of Disclosure Documents attached hereto as Exhibit A, and
receipt of the Term Sheet attached hereto as Exhibit B, which describes the
offering of up to 333,333 Units by the Company at a price of $3.00 per Unit.
I. The Investor understands and hereby agrees that:
(1) This subscription may be accepted or rejected in whole or in part by
the Company in its sole and absolute discretion.
(2) This subscription is and shall be irrevocable, except that the
Investor shall have no obligations hereunder in the event that, for any reason,
this subscription is rejected, in whole or in part, or this offering is
canceled.
(3) No governmental agency has made any finding or determination as to the
fairness of this offering or any recommendation or endorsement of the Units.
(4) The Investor's right to transfer all or any part of the Units, and all
shares underlying the Shares and the Warrants, will be restricted and the Units,
including all such underlying shares, may not be transferred unless such
securities have been registered under the Securities Act of 1933, as amended
(the Act"), or an exemption from such registration is available. Transferability
of the Units and underlying Shares is also subject to state blue sky laws and
may also be subject to foreign securities laws. A registration statement has not
been filed with the Securities and Exchange Commission for this offering. The
Investor acknowledges that the Company has made no representations with respect
to registration of the Units (or any underlying shares) under the Act, that it
is uncertain whether there will be any market for the Shares or the Warrants,
and that as a result the Investor must be prepared to bear the economic risk of
its investment for an indefinite period of time. The Investor understands that
the signature page hereof shall also constitute its signature for the attached
Investor Questionnaire.
II. The Investor hereby represents and warrants that:
(1) The Investor is acquiring the Units for its own account for
investment, and not with a view to distribution. The Investor agrees to be bound
by all of the restrictions on the Units described herein; including prohibitions
on sale, transfer, assignment, pledge or other disposition of any Units unless
such Units have been registered under the Act or, in the opinion of counsel to
the Company, such sale, transfer, assignment, pledge or other disposition may be
made without registration under the Act.
(2) The Investor has carefully read the Disclosure Documents referenced
herein and the Company has made available to the Investor all documents that the
Investor has requested relating to an investment in the Units and has provided
answers to all of the Investor's questions concerning this offering. In
evaluating the suitability of an investment in the Units, the Investor has not
relied upon any representations or other information other than the Disclosure
Documents or such other information provided in writing by the Company pursuant
to the request of the Investor. In addition, the Investor has had an opportunity
to discuss this investment with representatives of the Company and to ask
questions of them. All such questions have been answered to the full
satisfaction of the Investor. No oral representations have been made or oral
information furnished to the Investor or its advisor(s) in connection with the
offering of the Units which were in any way inconsistent with the information
referenced above.
(3) The Investor recognizes that investment in the Units involves a number
of significant risks and has taken full cognizance of and understands all of the
risk factors related to the purchase of the Units. The Investor (a) has adequate
means of providing for its current needs and possible personal contingencies,
(b) has no need for liquidity in this investment, (c) is able to bear the
substantial economic risks of an investment in the Units for an indefinite
period, (d) at the present time, can afford a complete loss of such investment,
and (e) does not have an overall commitment to investments which are not readily
marketable that is disproportionate to the Investor's net worth, and the
Investor's investment in the Units will not cause such overall commitment to
become excessive.
___ (4) Unless the Investor has placed its initials in the margin hereof, the
Investor is an "Accredited Investor," as that term is defined in Section 501 (a)
of Regulation D of the rules and regulations promulgated under the Act.
Accredited Investors are those who meet at least one of the following standards:
(a) Any bank (as defined in Section 3(a)(2) of the Act) or any
savings and loan association or other institution (as defined in Section
3(a)(5)(A) of the Act), whether acting in its individual or fiduciary capacity;
any broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934; any insurance company (as defined in Section 2(13) of the
Act); any investment company registered under the Investment Company Act of 1940
or a business development company (as defined in Section 2(a) 48) of the
Investment Company Act of 1940); any Small Business Investment Company licensed
by the U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; any plan established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state
of its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974 if the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of such Act,
that is either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are Accredited Investors;
(b) Any private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
(c) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, or similar business trust, or partnership, not formed
for the specific purpose of acquiring the Units, with total assets in excess of
$5,000,000;
(d) Any general partner of the Partnership or any director, executive
officer, or general partner of a general partner of the Partnership;
(e) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds $1,000,000;
(f) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year;
(g) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring Units, whose purchase is directed by a
"sophisticated person" (as described in Rule 506(b)(2)(ii) under the Act); and
(h) Any entity in which all of the equity owners are Accredited
Investors as described above.
(5) Each Investor must have such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Units, or alternatively, such Investor must either (i) be
making an investment in Units in an amount which does not exceed 10% of such
Investor's net worth (or joint net worth with the Investor's spouse), including
home, home furnishings and automobiles or (ii) have such financial resources (as
evidenced by the Investor's Investor Questionnaire) that the Investor is able to
bear the economic risk of a complete loss of such Investor's investment in the
Units.
(6) All information that the Investor has provided to the Company
concerning such Investor's financial position is correct and complete as of the
date set forth below, and if there should be any material change in such
information prior to the Investor's purchase of the Units, the Investor will
immediately provide such information to the Company.
(7) The Investor is acquiring the Units without being furnished any
offering literature or prospectus other than the documents referred to herein.
(8) The Investor has supplied true and accurate information in the Form W-9
(or W-8 for non-U.S. investors) attached hereto.
SUBSCRIPTION TO
SHARED TECHNOLOGIES CELLULAR, INC.
AUGUST 1997 PRIVATE PLACEMENT
Dated: August 25, 1997
Number of Units: 25,000
Price per Unit: $3.00
Total purchase price of Units: $75,000.00
Investor: George W. Mauerman
---------------------------
Print or type name
/s/ George W. Mauerman
----------------------
Signature
Investor's Address:
__________________________
__________________________
__________________________
Investor's taxpayer
identification or
social security number _________________
Investor's signature hereof constitutes acceptance of the terms of the attached
Subscription Agreement, and Corporation Investor Questionnaire (please be sure
to fill out such Questionnaire), as well as acknowledgment that (i) Investor has
received and has relied solely on the documents listed on the attached Schedule
of Disclosure Documents that have been provided to the Investor by Shared
Technologies Cellular, Inc. and (ii) Investor is an accredited investor within
the definition of Regulation D promulgated under the Securities Act of 1933.
*************
Subscription accepted as of the date appearing below.
SHARED TECHNOLOGIES CELLULAR, INC.
By: ___________________________ Date: August _____1997
Title:
EXHIBIT A
Schedule of Disclosure Documents
for
Shared Technologies Cellular, Inc.
August 1997 Private Placement
1. Shared Technologies Cellular, Inc. Form 10-K for the period ending
December 31, 1996.
2. Shared Technologies Cellular, Inc. Form 10-Q for the period ending
March 31, 1997.
3. Shared Technologies Cellular, Inc. Form 10-Q for the period ending
June 30, 1997.
4. Shared Technologies Cellular, Inc. proxy statement dated April 30,
1997.
EXHIBIT B
SHARED TECHNOLOGIES CELLULAR, INC.
AUGUST 1997 PRIVATE PLACEMENT
SUMMARY OF PRINCIPAL TERMS
The following is a summary of the principal terms of the 1997 $1,000,000 private
placement offering of Shared Technologies Cellular, Inc. (the "Company").*
Securities to be Issued: 333,333 units ("Units"), each Unit consisting of
one share of the Company's Common Stock $.01 par
value (the "Shares"), and one Common Stock
Purchase Warrant (the "Warrants").
Purchase Price: $3.00 per Unit.
Exercise Price of Warrants: $3.00 per warrant share.
Expiration of Warrants: Five (5) years from date of issuance.
Forced Conversion of Warrants: The Company shall have the right to call the
Warrants, that is, to require the holder to
exercise them or have them expire, in the event
that the Company's Common Stock trades at or above
$6.00 per share (average closing price) for any
consecutive five (5) trading days, at any time
thereafter, provided, however, that the Company
may not call the Warrants unless the shares of
Common Stock issuable upon exercise of the
Warrants either have been registered or are then
subject to resale pursuant to Rule 144 of the
Securities Act of 1933.
Exercise: The Warrants shall be exercisable into shares of
the Company's Common Stock on a one-for-one basis,
at the option of the holder at any time, subject
to the Company's right to force conversion, as set
forth above.
Purchasers of the Shares: This offering will be made only pursuant to
Regulation D promulgated under the Securities Act
of 1933 (the "Act"). Investors will be required to
execute appropriate subscription documents,
including an investor questionnaire, certifying
that they are "accredited investors" as that term
is defined in Section 501(a) of Regulation D under
the Act.
Use of Proceeds: Proceeds from the offering will be used for
general working capital purposes and possible
acquisitions.
Terms of the Shares: (1) Voting Rights:
The Shared and the underlying shares of
Common Stock issuable upon exercise of the
Warrants shall have the same rights, including
voting rights, as all outstanding shares of the
Company's Common Stock except as to
transferability. See "Restricted Securities"
below.
(2) Restricted Securities:
The Units are being offered and sold under
applicable exemptions from the registration
provisions of United States federal and state
securities laws and the certificates of the Shares
will contain certain restrictions on sale and
transfer consistent with such exemptions.
(3) Registration Rights:
The Shares and the shares of Common Stock
issuable upon exercise of the Warrants (the
"Registrable Shares") will have the following
'piggyback' registration tights:
(i) Piggyback Rights:
Holders of Registrable Shares shall be
entitled to unlimited piggyback registration
rights (with respect to the registrable Shares) on
public registration of the Company and no other
shareholders), subject to prorata cutback in the
underwriter's discretion in view of market
conditions.
Restrictions: The Warrants and the shares of Common Stock
underlying the Warrants are being offered and sold
under applicable exemptions from the registration
provisions of United States federal and state
securities laws and will bear a restrictive legend
thereon. The Company, however, may permit the
removal of such legend at such time as the
Company, in its sole discretion, determines to be
in compliance with applicable securities laws.
* This term sheet does not constitute an offer for the sale of Units.
EXHIBIT C
SHARED TECHNOLOGIES CELLULAR, INC.
Investor Questionnaire
for August 1997 Private Placement of Units
Accredited Investor Status. The Company may need certain information to comply
with federal or state securities laws applicable to this Offering. Please
indicate below whether any of the following definitions of an "accredited
investor" apply to you:
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
The undersigned corporation understands, however, that Shared Technologies
Cellular, Inc. may present this Questionnaire to such parties as it deems
appropriate if called upon to establish that the proposed offer and sale of the
Units is exempt from registration under the Securities Act of 1933, as amended,
or meets the requirements of applicable state securities or Blue Sky laws.
Further, the undersigned corporation understands that the offering may be
reported to the Securities and Exchange Commission and to various state
securities or Blue Sky commissioners.
[X] Any natural person whose net worth, or joint net worth with that person's
spouse, exceeds $1,000,00 at the time of this purchase;
[ ] Any natural person who had an individual income in excess of S200,000 in
each of the two most recent years (or $300,000 jointly with his or her spouse)
and who reasonably expects an income in excess of $200,000 (or $300,000 jointly
with his or her spouse) in the current year,
[ ] Any Company, partnership, or business trust not formed for the specific
purpose of making an investment and having assets in excess of $5,000,000;
[ ] Any trust with total assets in excess of $5,000,000, not formed for
specific purpose of acquiring the securities offered, whose purchase is directed
by a sophisticated person;
[ ] Any entity in which all of the equity owners are accredited investors,
[ ] Any bank, savings and loan associations, broker, dealer, insurance company,
investment company, business development company, or small business investment
company,
[ ] Any employee benefit plan with assets greater than $5,000,000 or where the
investment decision is made by a bank, savings and loan association, insurance
company, or registered investment advisor, or
[ ] Any self-directed employee benefit plan if the investment decisions are
made solely by accredited investors.
[ ] None of the above.
Execution of the Subscription Agreement shall constitute execution of this
Questionnaire.
EXHIBIT 7(b)
SHARED TECHNOLOGIES CELLULAR, INC.
SUBSCRIPTION AGREEMENT
AUGUST 1997 PRIVATE PLACEMENT OF UNITS
Shared Technologies Cellular, Inc.
100 Great Meadow Road
Wethersfield, CT 06109
Gentlemen:
The undersigned (the "Investor") hereby subscribes for the number of units (the
"Units") set forth on the Signature page hereof. Each Unit consists of one share
(the "Shares") of Common Stock, $.01 par value, of Shared Technologies Cellular,
Inc. (the "Company"), a Delaware corporation, and one Common Stock Purchase
Warrant (the "Warrants"). Enclosed is a certified or bank check payable to
"Shared Technologies Cellular, Inc." in the amount set forth below as payment of
the total purchase price for the Units. Payments may also be made by wire
transfer. The Investor hereby acknowledges receipt of copies of the documents
listed on the Schedule of Disclosure Documents attached hereto as Exhibit A, and
receipt of the Term Sheet attached hereto as Exhibit B, which describes the
offering of up to 333,333 Units by the Company at a price of $3.00 per Unit.
I. The Investor understands and hereby agrees that:
(1) This subscription may be accepted or rejected in whole or in part by
the Company in its sole and absolute discretion.
(2) This subscription is and shall be irrevocable, except that the
Investor shall have no obligations hereunder in the event that, for any reason,
this subscription is rejected, in whole or in part, or this offering is
canceled.
(3) No governmental agency has made any finding or determination as to the
fairness of this offering or any recommendation or endorsement of the Units.
(4) The Investor's right to transfer all or any part of the Units, and all
shares underlying the Shares and the Warrants, will be restricted and the Units,
including all such underlying shares, may not be transferred unless such
securities have been registered under the Securities Act of 1933, as amended
(the Act"), or an exemption from such registration is available. Transferability
of the Units and underlying Shares is also subject to state blue sky laws and
may also be subject to foreign securities laws. A registration statement has not
been filed with the Securities and Exchange Commission for this offering. The
Investor acknowledges that the Company has made no representations with respect
to registration of the Units (or any underlying shares) under the Act, that it
is uncertain whether there will be any market for the Shares or the Warrants,
and that as a result the Investor must be prepared to bear the economic risk of
its investment for an indefinite period of time. The Investor understands that
the signature page hereof shall also constitute its signature for the attached
Investor Questionnaire.
II. The Investor hereby represents and warrants that:
(1) The Investor is acquiring the Units for its own account for
investment, and not with a view to distribution. The Investor agrees to be bound
by all of the restrictions on the Units described herein; including prohibitions
on sale, transfer, assignment, pledge or other disposition of any Units unless
such Units have been registered under the Act or, in the opinion of counsel to
the Company, such sale, transfer, assignment, pledge or other disposition may be
made without registration under the Act.
(2) The Investor has carefully read the Disclosure Documents referenced
herein and the Company has made available to the Investor all documents that the
Investor has requested relating to an investment in the Units and has provided
answers to all of the Investor's questions concerning this offering. In
evaluating the suitability of an investment in the Units, the Investor has not
relied upon any representations or other information other than the Disclosure
Documents or such other information provided in writing by the Company pursuant
to the request of the Investor. In addition, the Investor has had an opportunity
to discuss this investment with representatives of the Company and to ask
questions of them. All such questions have been answered to the full
satisfaction of the Investor. No oral representations have been made or oral
information furnished to the Investor or its advisor(s) in connection with the
offering of the Units which were in any way inconsistent with the information
referenced above.
(3) The Investor recognizes that investment in the Units involves a number
of significant risks and has taken full cognizance of and understands all of the
risk factors related to the purchase of the Units. The Investor (a) has adequate
means of providing for its current needs and possible personal contingencies,
(b) has no need for liquidity in this investment, (c) is able to bear the
substantial economic risks of an investment in the Units for an indefinite
period, (d) at the present time, can afford a complete loss of such investment,
and (e) does not have an overall commitment to investments which are not readily
marketable that is disproportionate to the Investor's net worth, and the
Investor's investment in the Units will not cause such overall commitment to
become excessive.
___ (4) Unless the Investor has placed its initials in the margin hereof, the
Investor is an "Accredited Investor," as that term is defined in Section 501 (a)
of Regulation D of the rules and regulations promulgated under the Act.
Accredited Investors are those who meet at least one of the following standards:
(a) Any bank (as defined in Section 3(a)(2) of the Act) or any
savings and loan association or other institution (as defined in Section
3(a)(5)(A) of the Act), whether acting in its individual or fiduciary capacity;
any broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934; any insurance company (as defined in Section 2(13) of the
Act); any investment company registered under the Investment Company Act of 1940
or a business development company (as defined in Section 2(a) 48) of the
Investment Company Act of 1940); any Small Business Investment Company licensed
by the U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958; any plan established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state
of its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974 if the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of such Act,
that is either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are Accredited Investors;
(b) Any private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
(c) Any organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, or similar business trust, or partnership, not formed
for the specific purpose of acquiring the Units, with total assets in excess of
$5,000,000;
(d) Any general partner of the Partnership or any director, executive
officer, or general partner of a general partner of the Partnership;
(e) Any natural person whose individual net worth, or joint net worth
with that person's spouse, at the time of his purchase exceeds $1,000,000;
(f) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year;
(g) Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring Units, whose purchase is directed by a
"sophisticated person" (as described in Rule 506(b)(2)(ii) under the Act); and
(h) Any entity in which all of the equity owners are Accredited
Investors as described above.
(5) Each Investor must have such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Units, or alternatively, such Investor must either (i) be
making an investment in Units in an amount which does not exceed 10% of such
Investor's net worth (or joint net worth with the Investor's spouse), including
home, home furnishings and automobiles or (ii) have such financial resources (as
evidenced by the Investor's Investor Questionnaire) that the Investor is able to
bear the economic risk of a complete loss of such Investor's investment in the
Units.
(6) All information that the Investor has provided to the Company
concerning such Investor's financial position is correct and complete as of the
date set forth below, and if there should be any material change in such
information prior to the Investor's purchase of the Units, the Investor will
immediately provide such information to the Company.
(7) The Investor is acquiring the Units without being furnished any
offering literature or prospectus other than the documents referred to herein.
(8) The Investor has supplied true and accurate information in the Form W-9
(or W-8 for non-U.S. investors) attached hereto.
SUBSCRIPTION TO
SHARED TECHNOLOGIES CELLULAR, INC.
AUGUST 1997 PRIVATE PLACEMENT
Dated: August 25, 1997
Number of Units: 58,333
Price per Unit: $3.00
Total purchase price of Units: $174,999.00
Investor: Adrien W. Mauerman Testamentary Trust
-------------------------------------
Print or type name
/s/ George S. Mauerman
----------------------
Signature
Investor's Address:
__________________________
__________________________
__________________________
Investor's taxpayer
identification or
social security number _________________
Investor's signature hereof constitutes acceptance of the terms of the attached
Subscription Agreement, and Corporation Investor Questionnaire (please be sure
to fill out such Questionnaire), as well as acknowledgment that (i) Investor has
received and has relied solely on the documents listed on the attached Schedule
of Disclosure Documents that have been provided to the Investor by Shared
Technologies Cellular, Inc. and (ii) Investor is an accredited investor within
the definition of Regulation D promulgated under the Securities Act of 1933.
*************
Subscription accepted as of the date appearing below.
SHARED TECHNOLOGIES CELLULAR, INC.
By: ___________________________ Date: August _____1997
Title:
EXHIBIT A
Schedule of Disclosure Documents
for
Shared Technologies Cellular, Inc.
August 1997 Private Placement
1. Shared Technologies Cellular, Inc. Form 10-K for the period ending
December 31, 1996.
2. Shared Technologies Cellular, Inc. Form 10-Q for the period ending
March 31, 1997.
3. Shared Technologies Cellular, Inc. Form 10-Q for the period ending
June 30, 1997.
4. Shared Technologies Cellular, Inc. proxy statement dated April 30,
1997.
EXHIBIT B
SHARED TECHNOLOGIES CELLULAR, INC.
AUGUST 1997 PRIVATE PLACEMENT
SUMMARY OF PRINCIPAL TERMS
The following is a summary of the principal terms of the 1997 $1,000,000 private
placement offering of Shared Technologies Cellular, Inc. (the "Company").*
Securities to be Issued: 333,333 units ("Units"), each Unit consisting of
one share of the Company's Common Stock $.01 par
value (the "Shares"), and one Common Stock
Purchase Warrant (the "Warrants").
Purchase Price: $3.00 per Unit.
Exercise Price of Warrants: $3.00 per warrant share.
Expiration of Warrants: Five (5) years from date of issuance.
Forced Conversion of Warrants: The Company shall have the right to call the
Warrants, that is, to require the holder to
exercise them or have them expire, in the event
that the Company's Common Stock trades at or above
$6.00 per share (average closing price) for any
consecutive five (5) trading days, at any time
thereafter, provided, however, that the Company
may not call the Warrants unless the shares of
Common Stock issuable upon exercise of the
Warrants either have been registered or are then
subject to resale pursuant to Rule 144 of the
Securities Act of 1933.
Exercise: The Warrants shall be exercisable into shares of
the Company's Common Stock on a one-for-one basis,
at the option of the holder at any time, subject
to the Company's right to force conversion, as set
forth above.
Purchasers of the Shares: This offering will be made only pursuant to
Regulation D promulgated under the Securities Act
of 1933 (the "Act"). Investors will be required to
execute appropriate subscription documents,
including an investor questionnaire, certifying
that they are "accredited investors" as that term
is defined in Section 501(a) of Regulation D under
the Act.
Use of Proceeds: Proceeds from the offering will be used for
general working capital purposes and possible
acquisitions.
Terms of the Shares: (1) Voting Rights:
The Shared and the underlying shares of
Common Stock issuable upon exercise of the
Warrants shall have the same rights, including
voting rights, as all outstanding shares of the
Company's Common Stock except as to
transferability. See "Restricted Securities"
below.
(2) Restricted Securities:
The Units are being offered and sold under
applicable exemptions from the registration
provisions of United States federal and state
securities laws and the certificates of the Shares
will contain certain restrictions on sale and
transfer consistent with such exemptions.
(3) Registration Rights:
The Shares and the shares of Common Stock
issuable upon exercise of the Warrants (the
"Registrable Shares") will have the following
'piggyback' registration tights:
(i) Piggyback Rights:
Holders of Registrable Shares shall be
entitled to unlimited piggyback registration
rights (with respect to the registrable Shares) on
public registration of the Company and no other
shareholders), subject to prorata cutback in the
underwriter's discretion in view of market
conditions.
Restrictions: The Warrants and the shares of Common Stock
underlying the Warrants are being offered and sold
under applicable exemptions from the registration
provisions of United States federal and state
securities laws and will bear a restrictive legend
thereon. The Company, however, may permit the
removal of such legend at such time as the
Company, in its sole discretion, determines to be
in compliance with applicable securities laws.
* This term sheet does not constitute an offer for the sale of Units.
EXHIBIT C
SHARED TECHNOLOGIES CELLULAR, INC.
Investor Questionnaire
for August 1997 Private Placement of Units
Accredited Investor Status. The Company may need certain information to comply
with federal or state securities laws applicable to this Offering. Please
indicate below whether any of the following definitions of an "accredited
investor" apply to you:
ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
The undersigned corporation understands, however, that Shared Technologies
Cellular, Inc. may present this Questionnaire to such parties as it deems
appropriate if called upon to establish that the proposed offer and sale of the
Units is exempt from registration under the Securities Act of 1933, as amended,
or meets the requirements of applicable state securities or Blue Sky laws.
Further, the undersigned corporation understands that the offering may be
reported to the Securities and Exchange Commission and to various state
securities or Blue Sky commissioners.
[ ] Any natural person whose net worth, or joint net worth with that person's
spouse, exceeds $1,000,00 at the time of this purchase;
[ ] Any natural person who had an individual income in excess of S200,000 in
each of the two most recent years (or $300,000 jointly with his or her spouse)
and who reasonably expects an income in excess of $200,000 (or $300,000 jointly
with his or her spouse) in the current year,
[ ] Any Company, partnership, or business trust not formed for the specific
purpose of making an investment and having assets in excess of $5,000,000;
[X] Any trust with total assets in excess of $5,000,000, not formed for
specific purpose of acquiring the securities offered, whose purchase is directed
by a sophisticated person;
[ ] Any entity in which all of the equity owners are accredited investors,
[ ] Any bank, savings and loan associations, broker, dealer, insurance company,
investment company, business development company, or small business investment
company,
[ ] Any employee benefit plan with assets greater than $5,000,000 or where the
investment decision is made by a bank, savings and loan association, insurance
company, or registered investment advisor, or
[ ] Any self-directed employee benefit plan if the investment decisions are
made solely by accredited investors.
[ ] None of the above.
Execution of the Subscription Agreement shall constitute execution of this
Questionnaire.
EXHIBIT 7(c)
Full Trading Authorization With Privilege to Withdraw Money and/or Securities
Name: George S. Mauerman
Smith Barney, Harris Upham & Co.
Incorporated
333 West 34th Street
New York, New York 10001
Gentlemen:
The undersigned hereby authorizes George W. Mauerman (whose signature appears
below) as his agent and attorney in fact to buy, sell (including short sales)
and trade in stocks, bonds and any other securities and/or options and/or
Commodity Futures and/or contracts relating to the same on margin or otherwise
in accordance with your terms and conditions for the undersigned's account and
risk in the undersigned' name, or number on your books. The undersigned hereby
agrees to indemnify and hold Smith Barney, Harris Upham & Co. Inc. harmless from
and to pay you promptly on demand any and all loses arising therefrom or debit
balance due thereon.
"You are authorized to follow the instruction of George W. Mauerman in every
respect concerning the undersigned's account with you, and make deliveries of
securities and payment of monies to him or as he may order and direct, in all
matters and things aforementioned, as well as in other things necessary or
incidental to the furtherance or conduct of the account of the undersigned and
in the undersigned's behalf in the same manner and with same force and effects
as the undersigned might or could do."
The undersigned hereby ratifies and confirms any and all transactions with Smith
Barney, Harris Upham & Co. Inc. heretofore or hereafter made by the aforesaid
agent or for the undersigned's account.
This authorization and indemnity is in addition to (and in no way limits or
restricts) any rights which you may have under any other agreement or agreements
between the undersigned and your firm.
This authorization and indemnity is also a continuing one and shall remain in
full force and effect until revoked by the undersigned by a written notice
addressed to you and delivered to the Compliance Department, 333 West 34th
Street, New York, New York, but such revocation shall not affect any liability
in any way resulting from transaction initiated prior to such revocation. This
authorization and indemnity shall inure to the benefit of Smith Barney, Harris
Upham & Co. Inc. and of any successor firm or firms irrespective of any change
or changes at any time in the personnel thereof for any cause whatsoever, and of
the assigns of your present firm or any successor firm, shall continue in the
event of my death until you have received notice that I have died and shall be
governed by the laws of the State of New York.
The undersigned agrees that all controversies between the undersigned and Smith
Barney and/or any of its officers, directors or employees concerning or arising
form (i) any account maintained with Smith Barney by the undersigned; (ii) any
transaction involving Smith Barney and the undersigned, whether or not such
transaction occurred in such account or accounts; or (iii) the construction,
performance or breach of this or any other agreement between us, whether such
controversy arose prior, on or subsequent to the date hereof, shall be
determined by arbitration before the National Association of Securities Dealers,
Inc., the New York Stock Exchange, the American Stock Exchange, or any
recognized arbitration facility provided by any exchange and in accordance with
the rules of such body the obtaining. The undersigned may elect which
arbitration forum shall hear the matter by sending a registered letter or
telegram addressed to Smith Barney at 333 West 34 Street, New York, N.Y. 10001,
Attn: Law Department. If the undersigned fails to make such election before the
expiration of five (5) days after the receipt of a written request from Smith
Barney to make such election, Smith Barney shall have the right to choose the
forum. Nothing herein shall require the undersigned to submit to arbitration
any claim arising under the federal securities laws to the extent such claims
are held not to be arbitrable as a matter of law. The undersigned and Smith
Barney agree that the award of the arbitrators, or the major of them, shall be
final and judgment upon the award rendered may be entered in any court having
jurisdiction.
This agreement and all the terms herein shall be governed by and construed in
accordance with the laws of the State of New York, without giving regard to New
York law with respect to conflict of laws.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 22nd day of June
nineteen hundred and 93.
/s/ George S. Mauerman
---------------------------
Client's signature
State of OK )
)
County of Tulsa )
On this 22nd day of June, 1993, before me came George S. Mauerman, to me
known and known to me to be the person described in and who executed the
foregoing instrument and he acknowledged to me that he executed the same.
/s/ Carolyn Anne Ward
---------------------
Notary's Signature
Please see that every blank is filled in including the Notorial acknowledgment,
especially the venue.
Signature of Authorized Agent:
/s/ George W. Mauerman
- ------------------------------
EXHIBIT 7(d)
Full Trading Authorization With Privilege to Withdraw Money and/or Securities
Name: Adrien W. Mauerman TR dtd 7-18-86
George S. Mauerman TTEE
Smith Barney, Harris Upham & Co.
Incorporated
333 West 34th Street
New York, New York 10001
Gentlemen:
The undersigned hereby authorizes George W. Mauerman (whose signature appears
below) as his agent and attorney in fact to buy, sell (including short sales)
and trade in stocks, bonds and any other securities and/or options and/or
Commodity Futures and/or contracts relating to the same on margin or otherwise
in accordance with your terms and conditions for the undersigned's account and
risk in the undersigned' name, or number on your books. The undersigned hereby
agrees to indemnify and hold Smith Barney, Harris Upham & Co. Inc. harmless from
and to pay you promptly on demand any and all loses arising therefrom or debit
balance due thereon.
"You are authorized to follow the instruction of George W. Mauerman in every
respect concerning the undersigned's account with you, and make deliveries of
securities and payment of monies to him or as he may order and direct, in all
matters and things aforementioned, as well as in other things necessary or
incidental to the furtherance or conduct of the account of the undersigned and
in the undersigned's behalf in the same manner and with same force and effects
as the undersigned might or could do."
The undersigned hereby ratifies and confirms any and all transactions with Smith
Barney, Harris Upham & Co. Inc. heretofore or hereafter made by the aforesaid
agent or for the undersigned's account.
This authorization and indemnity is in addition to (and in no way limits or
restricts) any rights which you may have under any other agreement or agreements
between the undersigned and your firm.
This authorization and indemnity is also a continuing one and shall remain in
full force and effect until revoked by the undersigned by a written notice
addressed to you and delivered to the Compliance Department, 333 West 34th
Street, New York, New York, but such revocation shall not affect any liability
in any way resulting from transaction initiated prior to such revocation. This
authorization and indemnity shall inure to the benefit of Smith Barney, Harris
Upham & Co. Inc. and of any successor firm or firms irrespective of any change
or changes at any time in the personnel thereof for any cause whatsoever, and of
the assigns of your present firm or any successor firm, shall continue in the
event of my death until you have received notice that I have died and shall be
governed by the laws of the State of New York.
The undersigned agrees that all controversies between the undersigned and Smith
Barney and/or any of its officers, directors or employees concerning or arising
form (i) any account maintained with Smith Barney by the undersigned; (ii) any
transaction involving Smith Barney and the undersigned, whether or not such
transaction occurred in such account or accounts; or (iii) the construction,
performance or breach of this or any other agreement between us, whether such
controversy arose prior, on or subsequent to the date hereof, shall be
determined by arbitration before the National Association of Securities Dealers,
Inc., the New York Stock Exchange, the American Stock Exchange, or any
recognized arbitration facility provided by any exchange and in accordance with
the rules of such body the obtaining. The undersigned may elect which
arbitration forum shall hear the matter by sending a registered letter or
telegram addressed to Smith Barney at 333 West 34 Street, New York, N.Y. 10001,
Attn: Law Department. If the undersigned fails to make such election before the
expiration of five (5) days after the receipt of a written request from Smith
Barney to make such election, Smith Barney shall have the right to choose the
forum. Nothing herein shall require the undersigned to submit to arbitration
any claim arising under the federal securities laws to the extent such claims
are held not to be arbitrable as a matter of law. The undersigned and Smith
Barney agree that the award of the arbitrators, or the major of them, shall be
final and judgment upon the award rendered may be entered in any court having
jurisdiction.
This agreement and all the terms herein shall be governed by and construed in
accordance with the laws of the State of New York, without giving regard to New
York law with respect to conflict of laws.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 22nd day of June
nineteen hundred and 93.
/s/ Adrien W. Mauerman Tr dtd 7/18/86 George S. Mauerman TTEE
- ---------------------------------------------------------------
Client's signature
State of OK )
)
County of Tulsa )
On this 22nd day of June, 1993, before me came George S. Mauerman, to me
known and known to me to be the person described in and who executed the
foregoing instrument and he acknowledged to me that he executed the same.
/s/ Carolyn Anne Ward
------------------------
Notary's Signature
Please see that every blank is filled in including the Notorial acknowledgment,
especially the venue.
Signature of Authorized Agent:
/s/ George W. Mauerman
- ---------------------------------
EXHIBIT 7(e)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below each hereby agrees that the Schedule 13D
filed herewith and any amendments thereto relating to the acquisition of shares
of the Common Stock of Shared Technologies Cellular, Inc. is filed jointly on
behalf of each such person.
Dated: September 4, 1997
/s/ George W. Mauerman
---------------------------
George W. Mauerman
/s/ George S. Mauerman
---------------------------
George S. Mauerman
