<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SHARED TECHNOLOGIES CELLULAR INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
819487101
---------------------------------------------------------------
(CUSIP Number)
The Ennismore Corporation, 24 Castro Street, Wickhams Cay 1,
Road Town, Tortola, British Virgin Islands
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 8, 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 [_].
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.
* 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).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 819487202 PAGE 2 OF 7 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE ENNISMORE CORPORATION
NO S.S. OR I.R.S. IDENTIFICATION NUMBER
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
BRITISH VIRGIN ISLANDS
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 833,333
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
NONE
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,666,666
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,666,666
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.73%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*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.
<PAGE>
CUSIP NO: 819487101 PAGE 3 OF 7 PAGES
Amendment No.1 to Statement on Schedule 13D
Shared Technologies Cellular, Inc
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value US$.01 per share (the
"Common Stock") of Shared Technologies Cellular, Inc (the "Issuer") whose
principal executive offices are located at 100 Great Meadow Road, Suite
104, Wethersfield, CT 06109, USA.
Item 2. Identity and Background
This Amendment No.1 to Statement on Schedule 13D (the "Amendment") is filed
with respect to an event on 8th December, 1997 when an error in the number
of shares and warrants reported as beneficially owned came to light. This
Amendment No.1 amends the Statement on Schedule 13D filed with respect to
an Event on 12th August, 1997 (the "Statement"), and is filed by The
Ennismore Corporation.
The Ennismore Corporation is incorporated under the laws of The British
Virgin Islands. The principal business of The Ennismore Corporation is as
an investment holding company. The address of its principal business and
its principal office is:
24 De Castro Street
Wickhams Cay 1
Road Town
Tortola
British Virgin Islands
The names, titles, citizenship and business addresses of the directors
and executive officers of The Ennismore Corporation are set out below:
<PAGE>
CUSIP NO: 819487101 PAGE 4 OF 7 PAGES
Name & Position Business Address
--------------- ----------------
First Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
Second Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
Third Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
There are no other executive officers or directors of The Ennismore
Corporation.
During the last five years, neither The Ennismore Corporation nor any of
its directors or officers has been convicted in any criminal proceeding.
During the last five years, neither The Ennismore Corporation nor any of
its directors or officers has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction, the result of
which was or is a judgement, 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
On 12th August 1997 The Ennismore Corporation used $250,000 from its
working capital to purchase 250,000 shares of Series B Convertible
Preferred Stock of the Issuer. Immediately following
<PAGE>
CUSIP NO: 819487101 PAGE 5 OF 7 PAGES
such purchase, The Ennismore Corporation converted all of the shares of
Series B Convertible Preferred Stock of the Issuer into shares of Common
Stock of the Issuer. The conversion of the Series B Convertible Preferred
Stock into shares of Common Stock on August 12, 1997 did not require
further funds.
Item 4. Purpose of Transaction
The Ennismore Corporation acquired the securities of the Issuer for
investment purposes. Such securities were not acquired for the purpose of,
and do not have the effect of, changing the control of the Issuer and were
not acquired in connection with, or as a participant in, any transaction
having such purpose or effect.
Item 5. Interest in Securities of the Issuer
During the 60 day period prior to 12th August, 1997, The Ennismore
Corporation did not make any transactions in securities of the Issuer.
Prior to 12th August, 1997, The Ennismore Corporation did not own any
securities of the Issuer.
On 12th August, 1997, the number of shares of Common Stock of the Issuer
issued and outstanding was 7,206,466.
On 12th August, 1997, The Ennismore Corporation purchased 250,000 shares of
Series B Convertible Preferred Stock of the Issuer for $250,000 which it
immediately converted into 833,333 shares of Common Stock of the Issuer and
833,333 warrants to purchase shares of Common Stock of the Issuer. In the
Statement dated 12th August, 1997, in error, it was reported that the
Preferred Stock was converted into 833,000 shares and 833,000 warrants. The
exercise price under the warrants is $3.00 per share (subject to
adjustments in certain circumstances). The warrants expire on August 12,
2002.
Therefore to correct, on 12th August, 1997, The Ennismore Corporation:
<PAGE>
CUSIP NO: 819487101 PAGE 6 OF 7 PAGES
(i) had sole power to vote and sole power to dispose of 833,333
shares of Common Stock of the Issuer (10.36%); and
(ii) had sole power to dispose of warrants to purchase 833,333 shares
of Common Stock of the Issuer (10.36%); and
(iii) would have, upon exercise of the warrants in full, sole power to
vote and sole power to dispose of a total of 1,666,666 shares of Common
Stock of the Issuer (20.73%).
On 8th December, 1997 the number of shares of Common Stock of the Issuer
issued and outstanding was 7,206,466.
On 8th December, 1997, The Ennismore Corporation:
(i) had sole power to vote and sole power to dispose of 833,333
shares of Common Stock of the Issuer (10.36%); and
(ii) had sole power to dispose of warrants to purchase 833,333 shares
of Common Stock of the Issuer (10.36%); and
(iii) would have, upon exercise of the warrants in full, sole power to
vote and sole power to dispose of a total of 1,666,666 shares of Common
Stock of the Issuer (20.73%).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Not applicable
<PAGE>
CUSIP NO: 819487101 PAGE 7 OF 7 PAGES
Item 7. Material to be filed as Exhibits.
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.
26 August 1998 /s/ First Board Limited
Dated: ................... ..............................
The Ennismore Corporation
<PAGE>
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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
________________________________________________________________________________
(Title of Class of Securities)
81948701
_______________________________________________________________
(CUSIP Number)
THE ENNISMORE CORPORATION, 24 CASTRO STREET, WICKHAMS CAY 1 ROAD TOWN,
TORTOLA, BRITISH VIRGIN ISLANDS
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
12 AUGUST 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 [_].
Check the following box if a fee is being paid with the statement [X]. (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.
* 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).
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 819487101 PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE ENNISMORE CORPORATION
NO SS OR IRS NO
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
BRITISH VIRGIN ISLANDS
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
833,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY NONE
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,666,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,666,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.72%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*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.
<PAGE>
Statement on Schedule 13D
Shared Technologies Cellular, Inc
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value US$.01 per share
(the "Common Stock") of Shared Technologies Cellular, Inc (the
"Issuer") whose principal executive offices are located at 100 Great
Meadow Road, Suite 104, Wethersfield, CT 06109, USA.
Item 2. Identity and Background
This Statement on Schedule 13D (the "Statement") is filed with respect
to an Event on 12th August, 1997, and is filed by The Ennismore
Corporation.
The Ennismore Corporation is incorporated under the laws of The British
Virgin Islands. The principal business of The Ennismore Corporation is
as an investment holding company. The address of its principal business
and its principal office is:
24 De Castro Street
Wickhams Cay 1
Road Town
Tortola
British Virgin Islands
The names, titles, citizenship and business addresses of the directors
and executive officers of The Ennismore Corporation are set out below:
<PAGE>
Name & Position Business Address
--------------- ----------------
First Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
Second Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
Third Board Limited PO Box 472
St Peter's House
Le Bordage
St Peter Port
Guernsey GY1 6AX
Channel Islands
There are no other executive officers or directors of The Ennismore
Corporation.
During the last five years, neither The Ennismore Corporation nor any
of its directors or officers has been convicted in any criminal
proceeding. During the last five years, neither The Ennismore
Corporation nor any of its directors or officers has been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction, the result of which was or is a judgement, 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
On 12th August 1997 The Ennismore Corporation used $250,000 from its
working capital to purchase 250,000 shares of Series B Convertible
Preferred Stock of the Issuer. Immediately following such purchase, The
Ennismore Corporation converted all of the
<PAGE>
shares of Series B Convertible Preferred Stock of the Issuer into
shares of Common Stock of the Issuer. The conversion of the Series B
Convertible Preferred Stock into shares of Common Stock on August 12,
1997 did not require further funds.
Item 4. Purpose of Transaction
The Ennismore Corporation acquired the securities of the Issuer for
investment purposes. Such securities were not acquired for the purpose
of, and do not have the effect of, changing the control of the Issuer
and were not acquired in connection with, or as a participant in, any
transaction having such purpose or effect.
Item 5. Interest in Securities of the Issuer
During the 60 day period prior to 12th August, 1997, The Ennismore
Corporation did not make any transactions in securities of the Issuer.
Prior to 12th August, 1997, The Ennismore Corporation did not own any
securities of the Issuer.
On August 12, 1997 the number of shares of Common Stock of the Issuer
issued and outstanding was 7,206,466.
On 12th August, 1997, The Ennismore Corporation purchased 250,000
shares of Series B Convertible Preferred Stock of the Issuer for
$250,000 which it immediately converted into 833,333 shares of Common
Stock of the Issuer and 833,333 warrants to purchase shares of Common
Stock of the Issuer. The exercise price under the warrants is $3.00 per
share (subject to adjustments in certain circumstances). The warrants
expire on August 12, 2002.
On 12th August, 1997, The Ennismore Corporation:
(i) had sole power to vote and sole power to dispose of 833,333
shares of Common Stock of the Issuer (10.36%); and
<PAGE>
(ii) had sole power to dispose of warrants to purchase 833,333 shares
of Common Stock of the Issuer (10.36%); and
(iii) would have, upon exercise of the warrants in full, sole power to
vote and sole power to dispose of a total of 1,666,666 shares of Common
Stock of the Issuer (20.73%).
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not applicable
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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.
12 November 1997 /s/ First Board Limited
Dated: ................... ..........................
The Ennismore Corporation
