UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/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)
Filed by February 14, 1999 Pursuant to Rule 13d-2(b)
(Date of Event which Requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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 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).
CUSIP No. 819487 10 9
1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
George W. Mauerman
- - -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
- - -------------------------------------------------------------------------
3 SEC USE ONLY
- - -------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - -------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER . . . . . . . . 173,675
SHARES
BENEFICIALLY (6) SHARED VOTING POWER . . . . . . . 0
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER. . . . . . 173,675
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER. . . . . 526,166
WITH
- - -------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,841
- - -------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
- - -------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%
- - -------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- - -------------------------------------------------------------------------
CUSIP No. 819487 10 9
1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
George S. Mauerman
- - -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
- - -------------------------------------------------------------------------
3 SEC USE ONLY
- - -------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - -------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER . . . . . . . . 526,166
SHARES
BENEFICIALLY (6) SHARED VOTING POWER . . . . . . . 0
OWNED BY
EACH (7) SOLE DISPOSITIVE POWER. . . . . . 0
REPORTING
PERSON (8) SHARED DISPOSITIVE POWER. . . . . 526,166
WITH
- - -------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,166
- - -------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
- - -------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
- - -------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- - -------------------------------------------------------------------------
Item 1.
(a) Name of Issuer:
Shared Technologies Cellular, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
100 Great Meadow Road, Suite 102, Wethersfield,
Connecticut, 06109
Item 2.
(a) Name of Person filing:
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 Salomon Smith Barney, as
well as the account of GSM held at the brokerage firm of Donaldson, Lufkin
& Jenrette and, as previously discussed, is a beneficiary of the Trust.
(b) Address or Principal Business Office or, if none,
Residence:
The business address of each of the Reporting Persons is
6585 S. Yale, Suite 500, Tulsa, OK 74136.
(c) Citizenship:
GWM and GSM are citizens of the United States.
(d) Title of Class of Securities:
Common Stock, par value $0.01 per share (the "Shares")
(e) CUSIP Number:
819487 10 9
Item 3. If this Statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
Not applicable.
If this Statement is filed pursuant to Rule 13d-1(c), check
this box [X]
Item 4. Ownership
(a) Amount Beneficially Owned:
This statement on Schedule 13G/A relates to an aggregate
total of 699,841 Shares (approximately 9.3% of the issued and outstanding
Shares of the Issuer as of February 8, 1999 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 699,841 Shares,
which consists of (i) 148,675 Shares owned by GWM; (ii) 25,000 Shares
subject to warrants held by GWM; (iii) 179,500 Shares owned by GSM
individually, for which GWM has trading authority; and (iv) 288,333 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 526,166 Shares, which consists of (i) 179,500 Shares
owned by GSM individually and (ii) 288,333 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 173,675 Shares beneficially owned by his son,
GWM, but disclaims such beneficial ownership.
(b) Percent of Class:
For GWM 9.3%
For GSM 7.0%
(c) Number of shares of Common Stock as to which the
Reporting Person has:
(i) Sole power of vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the
disposition:
(iv) Shared power to dispose or to direct the
disposition:
For GWM
(i) 173,675
(ii) 0
(iii) 173,675
(iv) 526,166
For GSM
(i) 526,166
(ii) 0
(iii) 0
(iv) 526,166
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the Reporting Person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No other person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
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.
Dated: February 8, 1999
/s/ George W. Mauerman
-----------------------------
George W. Mauerman
/s/ George S. Mauerman
-----------------------------
George S. Mauerman
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below each hereby agrees that the
Schedule 13G/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: February 8, 1999
/s/ George W. Mauerman
---------------------------
George W. Mauerman
/s/ George S. Mauerman
---------------------------
George S. Mauerman
