SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. 2)
Symetrics Industries, Inc.
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(Name of Issuer)
Common Stock, par value $.25 per share
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(Title of Class of Securities)
8715211
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(CUSIP Number)
Aloysius T. Lawn, IV
General Counsel and Secretary
Tel-Save Holdings, Inc.
6805 Route 202
New Hope, PA 18938
(215) 862-1500
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(Name, Address, and Telephone Number of Person Authorized To
Receive Notices and Communications)
January 28, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
(Continued on following pages)
(Page 1 of 4 Pages)
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CUSIP No. 8715211
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1) NAME OF REPORTING PERSONS Tel-Save Holdings, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 23-2827736
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7) SOLE VOTING POWER 1,460,592
NUMBER OF ------------------------------------------------
SHARES 8) SHARED VOTING POWER 0
BENEFICIALLY ------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER 1,460,592
EACH
REPORTING ------------------------------------------------
PERSON WITH 10) SHARED DISPOSITIVE POWER 0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,460,592
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 89.7%
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14) TYPE OF REPORTING PERSON HC
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This Amendment No. 2 amends Items 4 and 5 of the Schedule 13D of the Reporting
Person. Capitalized terms used herein without definition have the meanings set
forth in the Reporting Person's Schedule 13D, as amended by Amendment No. 1
thereto.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended as follows:
The Reporting Person made the purchases referred to in the first
paragraph of Item 5(c) in anticipation of a possible acquisition of control of
the Issuer. On December 18, 1997, the Reporting Person and the Issuer agreed to
enter into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which a wholly-owned subsidiary of the Reporting Person was to make a tender
offer (the "Offer") for all of the outstanding shares of common stock, par value
$0.25 per share, of the Issuer at a price of $15.00 in cash per share followed
by a merger of the Reporting Persons's wholly-owned subsidiary with and into the
Issuer (the "Merger"). In connection therewith, the Issuer agreed to grant to
the Reporting Person an option (the "Option") to purchase from the Issuer, at a
price of $15.00 per share, a number of shares of common stock of the Issuer
equal to 19.9% of the aggregate number of shares of common stock of the Issuer
outstanding after giving effect to the exercise of the Option. The Option was
exercisable within one year of its grant in the event of a Grant Event, as
defined in the Merger Agreement. In addition, certain officers and directors of
the Issuer -- Jane J. Beach, Earl J. Claire, Dudley E. Garner, Jr., Michael E.
Terry, Edwin H. Eichler, Donald W. Ingram, Michael D. Jensen, D. Mitchell
Garner, Robert A. Lyons, W. Campbell McKegg, Richard E. Nichols, Jerry Sinclair,
and Anton Szpendyk -- (who in the aggregate own approximately 20% of the
outstanding common stock of the Issuer) agreed to enter into Tender and Option
Agreements with the Reporting Person in which they agreed to tender their shares
of common stock of the Issuer pursuant to the Offer and to grant to the
Reporting Person an option to purchase any shares of the Issuer that they own.
By 12:00 midnight New York City time on January 22, 1998, a total of
1,315,592 shares of Issuer Common Stock had been validly tendered to the
Reporting Person at a price of $15.00 per share net to the seller in cash,
pursuant to the terms of the Offer. On January 23, 1998, the Reporting Person
accepted for payment the 1,315,592 shares of Issuer Common Stock that had been
validly tendered pursuant to the terms of the Offer. The Merger was consummated
on February 3, 1998. The Reporting Person expects that a Form 15 will be filed
shortly, and that reporting obligations under the Securities Exchange Act of
1934 with respect to the Issuer Common Stock will terminate thereafter.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended as follows:
(a) As of the date hereof, the Reporting Person is deemed to own
beneficially 1,460,592 shares, or approximately 89.7%, of the 1,627,713
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shares of Issuer Common Stock that the Issuer represented to the Reporting
Person to be issued and outstanding as of December 17, 1997.
No person named in Item 2 as an executive officer or director of the
Reporting Person beneficially owns any shares of Issuer Common Stock.
(b) The Reporting Person has the sole power to vote and the sole power
to dispose of the 1,460,592 shares of Issuer Common Stock that the Reporting
Person beneficially owns as of the date hereof.
(c) Between December 2, 1997 and December 8, 1997, the Reporting Person
acquired through brokers 145,000 shares of Issuer Common Stock in open market
transactions at an average price of $8.71 per share.
By 12:00 midnight New York City time on January 22, 1998, a total of
1,315,592 shares of Issuer Common Stock had been validly tendered to the
Reporting Person at a price of $15.00 per share net to the seller in cash,
pursuant to the terms of the Offer and the Merger Agreement. On January 23,
1998, the Reporting Person accepted and paid for the 1,315,592 shares of Issuer
Common Stock that had been validly tendered.
(d) Not applicable.
(e) 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.
TEL-SAVE HOLDINGS, INC.
By: /s/ Aloysius T. Lawn, IV
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Aloysius T. Lawn, IV
General Counsel and
Secretary
Date: February 4, 1998
