UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SHARED TECHNOLOGIES CELLULAR, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
819487 10 9
(CUSIP Number)
George Mauerman
6585 S. Yale, Suite 500
Tulsa, OK 74136
(918) 494-9300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 26, 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 [ ].
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
154,775
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
154,775
10 SHARED DISPOSITIVE POWER
409,666
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
564,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
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
409,666
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
409,666
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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/A 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 approximately $2,013,990.
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, at the present time 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/A relates to an aggregate total of
564,441 Shares (approximately 7.6% of the issued and outstanding Shares of the
Issuer as of June 12, 1998 based on information contained in the Issuer's
most recent filing with the Securities and Exchange Commission),
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 564,441 Shares of Common Stock, which consist of (i) 129,775
Shares owned by GWM; (ii) 25,000 Shares subject to warrants held by GWM; (ii)
115,000 Shares owned by GSM individually, for which GWM has trading authority;
and (iv) 236,333 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 409,666 Shares, which consist
of (i) 115,000 Shares owned by GSM individually and (ii) 236,333 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 154,775 Shares beneficially owned
by his son, GWM, but disclaims such beneficial ownership.
(b) GWM has the sole power to vote and dispose of 154,775 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 409,666 Shares, which consist
of (i) 115,000 Shares held by GSM individually, for which GWM has trading
authority; and (ii) 236,333 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 409,666 Shares, which
consist of (i) 115,000 Shares held by GSM individually and (ii) 236,333 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 of the Filing Event Date through June 12, 1998:
Trade Date # Shares Cost/Share Type
----------- --------- ---------- -------
5/26/98 5,000 7 1/8 P(urchase)
6/1/98 5,000 6 1/8 P
6/11/98 10,000 5 7/8 P
The following transactions were effected on the open market by GSM
individually within the past 60 days of the Filing Event Date through
June 12, 1998:
Trade Date # Shares Cost/Share Type
----------- --------- ----------- ---------
5/26/98 10,000 7 1/8 P
6/11/98 2,500 5 7/8 P
6/12/98 3,500 5 3/4 P
The following transactions were
effected on the open market by GSM as Trustee within the past 60 days of
the Filing Event Date through June 12, 1998:
Trade Date # Shares Cost/Share Type
---------- --------- ----------- ---------
4/6/98 9,225 5 1/4 P
4/7/98 10,775 5 1/4 P
5/26/98 12,000 7 1/4 P
5/26/98 5,000 7 1/8 P
5/26/98 3,000 7 P
5/29/98 10,000 6 9/16 P
6/1/98 10,000 6 1/8 P
6/11/98 9,000 5 7/8 P
(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. 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) Full Trading Authorization with Privilege to Withdraw Money
and/or Securities by GSM. Incorporated by Reference from Exhibit 7(c) of
Schedule 13D of the Reporting Persons dated September 4, 1997.
Exhibit 7(b) Full Trading Authorization with Privilege to Withdraw Money
and/or Securities by the Trust. Incorporated by Reference from Exhibit 7(d) of
Schedule 13D of the Reporting Persons dated September 4, 1997.
Exhibit 7(c) 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: June 15, 1998
/s/ George W. Mauerman
----------------------
George W. Mauerman
/s/ George S. Mauerman
-----------------------
George S. Mauerman
EXHIBIT 7(c)
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/A
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: June 15, 1998
/s/ George W. Mauerman
---------------------------
George W. Mauerman
/s/ George S. Mauerman
---------------------------
George S. Mauerman
