SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
SHARED TECHNOLOGIES FAIRCHILD INC.
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(Name of Issuer)
Common Stock, par value $.004 per share
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(Title of Class of Securities)
81948QAAS
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(CUSIP Number)
Shared Technologies Fairchild Inc.
100 Great Meadow Road, Wethersfield, CT 06109
Attn: Kenneth M. Dorros
P.O. Box 10803, Chantilly, Virginia 20153
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 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 [ ].
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.
Page 1 of 6 Pages
<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 2 of 6 Pages
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Fairchild Corporation -- IRS EIN 34-0728587
RHI Holdings, Inc. -- IRS EIN 34-1545939
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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
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Reporting Persons are incorporated under the laws of
Delaware
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7 SOLE VOTING POWER
4,669,352
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,669,352
OWNED BY EACH ----------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
----------------------------------------
10 SHARED DISPOSITIVE POWER
4,669,352
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,669,352
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 6 Pages
<PAGE>
This Amendment No. 4 is being filed to amend Items 4, 5, and 6 of the Schedule
13D.
1. ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED IN ITS ENTIRETY AS FOLLOWS:
On November 20, 1997, Shared Technologies Fairchild Inc. (the
"Company"), Intermedia Communications Inc. ("Intermedia") and Moonlight
Acquisition Corp., ("Purchaser") a wholly owned subsidiary of Intermedia,
entered into an Agreement and Plan of Merger dated November 20, 1997 (the
"Merger Agreement"). Pursuant to the Merger Agreement, Purchaser will be merged
(the "Merger") with and into the Company and holders of the Company's issued and
outstanding common stock, Series D preferred stock, Series I 6% convertible
preferred stock and the Series J redeemable special preferred stock will receive
in cash $15.00, $15.00, $251.21 and $109.44, respectively. In addition, in
accordance with the Merger Agreement, Intermedia commenced a tender offer (the
"Offer") for 4,000,000 shares of the Company on November 26, 1997. Intermedia
purchased pursuant to the Offer 1,555,648 shares of common stock of the Company
from RHI on January 6, 1998. In accordance with the Merger Agreement, RHI will
receive $15.00 a share for its remaining 4,669,352 shares of common stock of the
Company. In connection with the Merger Agreement, Intermedia loaned the Company
$21,899,455 and the Company used such proceeds to redeem on November 24, 1997
all 200,000 shares of the Series J Special Preferred Stock of the Company owned
by RHI. In addition, in connection with the Merger Agreement, RHI and Intermedia
entered into a Stock Purchase Agreement pursuant to which Intermedia purchased
on November 25,1997 all 250,000 shares of the Series I 6% Cumulative convertible
Preferred Stock of the Company owned by RHI for $62,833,815
2. ITEMS 5(a) AND (c) OF THE SCHEDULE 13D ARE HEREBY AMENDED IN THEIR ENTIRETY
AS FOLLOWS:
5(a) The Company's 10-Q for the period ended September 30, 1997
reported 17,174,622 shares of Common Stock outstanding. Based on such number of
outstanding shares, the Reporting Persons beneficial ownership of 4,669,172
shares (the "Shares") of common stock constitutes approximately 27.2% of the
outstanding common stock. Upon consummation of the Merger, neither TFC nor RHI
will have any beneficial ownership or interest in the common stock, preferred
stock or any other securities of the Company.
Page 4 of 6 Pages
<PAGE>
5(c) On January 6, 1998, the Reporting Persons sold 1,555,648 shares of
common of the Company to Intermedia pursuant to the Offer at $15.00 a share.
Page 5 of 6 Pages
<PAGE>
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.
January 7, 1998
THE FAIRCHILD CORPORATION
By: /s/ Donald E. Miller
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Donald E. Miller
Senior Vice President
General Counsel
and Secretary
RHI HOLDINGS, INC.
By: /s/ Donald E. Miller
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Donald E. Miller
Vice President
and Secretary
Page 6 of 6 Pages
