SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
(Amendment No. 4)*
TELETOUCH COMMUNICATIONS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(Title of Class of Securities)
87951V 10 7
(CUSIP Number)
(CUSIP Number)
David W. Knickel
c/o Stratford Capital Partners, L.P.
200 Crescent Court, Suite 1600
Dallas, Texas 75201
(214) 740-7300
c/o Stratford Capital Partners, L.P.
200 Crescent Court, Suite 1600
Dallas, Texas 75201
(214) 740-7300
Raymond C. Hemmig
c/o Retail & Restaurant Growth Capital, L.P.
2701 E. Plano Pkwy, Suite 200
Plano, TX 75074
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
c/o Retail & Restaurant Growth Capital, L.P.
2701 E. Plano Pkwy, Suite 200
Plano, TX 75074
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
copy to:
Christopher R. Rowley
Vinson & Elkins LLP
2001 Ross Avenue
Suite 3700.
Dallas, Texas 75201-2975
(214) 220-7700
Vinson & Elkins LLP
2001 Ross Avenue
Suite 3700.
Dallas, Texas 75201-2975
(214) 220-7700
August 18, 2011
(Date of Event which Requires Filing
of this Statement)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 204.13d-1(g), check the following box:o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).
(Continued on following pages)
CUSIP No. | 87951V 10 7 | 13D |
1 | NAMES OF REPORTING PERSONS/ I.R.S. Identification Nos. of Above Persons (Entities Only) Stratford Capital Partners, L.P./ 75-0476592 | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Texas, United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 17,610,000 Shares of Common Stock(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
17,610,000 Shares of Common Stock(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
17,610,000 Shares of Common Stock | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
36.1% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
PN |
(1) | In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Stratford Capital Partners, L.P. acquired an aggregate 2,610,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Stratford Capital Partners, L.P. acquired an aggregate 15,000,000 shares of common stock of the issuer. These shares are held of record by Stratford Capital Partners, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2. |
CUSIP No. | 87951V 10 7 | 13D |
1 | NAMES OF REPORTING PERSONS/ I.R.S. Identification Nos. of Above Persons (Entities Only) Stratford Capital GP Associates, L.P./ 75-2606990 | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Texas, United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 17,610,000 Shares of Common Stock(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
17,610,000 Shares of Common Stock(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
17,610,000 Shares of Common Stock | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
36.1% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
PN |
(1) | In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Stratford Capital Partners, L.P. acquired an aggregate 2,610,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Stratford Capital Partners, L.P. acquired an aggregate 15,000,000 shares of common stock of the issuer. These shares are held of record by Stratford Capital Partners, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2. |
CUSIP No. | 87951V 10 7 | 13D |
1 | NAMES OF REPORTING PERSONS/I.R.S. Identification Nos. of Above Persons (Entities Only) Stratford Capital Corporation / 75-2612425 | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Texas, United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 17,610,000 Shares of Common Stock(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
17,610,000 Shares of Common Stock(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
17,610,000 Shares of Common Stock | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
36.1% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
CO |
(1) | In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Stratford Capital Partners, L.P. acquired an aggregate 2,610,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Stratford Capital Partners, L.P. acquired an aggregate 15,000,000 shares of common stock of the issuer. These shares are held of record by Stratford Capital Partners, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2. |
CUSIP No. | 87951V 10 7 | 13D |
1 | NAMES OF REPORTING PERSONS/I.R.S. Identification Nos. of Above Persons (Entities Only) Retail & Restaurant Growth Capital, L.P. / 75-2623610 | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware, United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 11,740,000 Shares of Common Stock(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
11,740,000 Shares of Common Stock(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
11,740,000 Shares of Common Stock | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
24.1% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
PN |
(1) | In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 1,740,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 10,000,000 shares of common stock of the issuer. These shares are held of record by Retail & Restaurant Growth Capital, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2. |
CUSIP No. | 87951V 10 7 | 13D |
1 | NAMES OF REPORTING PERSONS/I.R.S. Identification Nos. of Above Persons (Entities Only) Retail & Restaurant Growth Partners, L.P. / 75-2623607 | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware, United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 11,740,000 Shares of Common Stock(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
11,740,000 Shares of Common Stock(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
11,740,000 Shares of Common Stock | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
24.1% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
PN |
(1) | In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 1,740,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 10,000,000 shares of common stock of the issuer. These shares are held of record by Retail & Restaurant Growth Capital, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2. |
CUSIP No. | 87951V 10 7 | 13D |
1 | NAMES OF REPORTING PERSONS/I.R.S. Identification Nos. of Above Persons (Entities Only) Retail & Restaurant Growth Management, Inc. / 75-2623606 | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware, United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 11,740,000 Shares of Common Stock(1) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
11,740,000 Shares of Common Stock(1) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
11,740,000 Shares of Common Stock | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
24.1% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
CO |
(1) | In connection with (i) the reorganization of Progressive Concepts Communications, Inc. in August 2006 as described in Item 3 below, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 1,740,000 shares of common stock of the issuer and (ii) the completion of the exchange transaction on August 18, 2011 as described in Item 4 below involving an exchange of cash and preferred units in T.L.L. Partners, L.L.C. for common stock of the issuer, Retail & Restaurant Growth Capital, L.P. acquired an aggregate 10,000,000 shares of common stock of the issuer. These shares are held of record by Retail & Restaurant Growth Capital, L.P. The relationship of the parties filing this Schedule 13D is described in Item 2. |
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 to Schedule 13D (this “Fourth Amendment”) amends and supplements the Schedule 13D originally filed on August 21, 2006, as amended by Amendment No. 1 on August 28, 2006, Amendment No. 2 on September 24, 2010 (the “Second Amendment”), and by Amendment No. 3 on August 15, 2011 (the “Third Amendment”) (collectively, the “Schedule 13D”), which related to the common stock, par value $0.001 per share (“Common Stock”), of Teletouch Communications, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Second or Third Amendments, as applicable. All items or responses not described herein remain as previously reported in the Second or Third Amendments, as applicable.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Fourth Amendment, as follows:
On August 11, 2006, Stratford acquired 2,610,000 and RRGC acquired 1,740,000 shares of Common Stock of the Issuer for investment purposes as partial consideration for the termination of all obligations under the Loan Documents as provided in the Exchange Agreement. The Filing Parties retain the right to change their investment intent.
On August 11, 2011, Stratford, RRGC and TLLP Partners entered into a binding agreement titled “Heads of Terms” and certain related agreements, whereby, subject to certain conditions, Stratford would exchange its Preferred Units and make a cash payment of $2.25 million to TLLP Partners in exchange for 15 million shares of Common Stock held by TLL Partners, and RRGC would exchange its Preferred Units and make a cash payment of $1.5 million to TLL Partners in exchange for 10 million shares of Common Stock held by TLLP (the “Exchange”, and the shares of Common Stock transferred to Stratford and RRGC in the Exchange, the “Exchanged Shares”). The Heads of Terms is filed with this Schedule 13D as Exhibit C (the “Binding Agreement”). The Exchange was to be in cancellation of the Preferred Units and was to extinguish the rights of Stratford and RRGC to redeem their Preferred Units for Common Stock held by TLL Partners. The Exchange was subject to a number of conditions, including the concurrent termination of all obligations of TLL Partners under the Loan Documents with the cash funded by Stratford and RRGC and 2 million shares of Common Stock to be transferred from TLL Partners to the lenders under the Loan Documents. Subject to these conditions, the Exchange was anticipated to occur on or about August 16, 2011. As contemplated by the Binding Agreement, upon the closing of the Exchange the parties were to enter into various agreements relating to the Common Stock to be held by RRGC and Stratford, including (1) a registration rights agreement providing for the registration of the Exchanged Shares under the Securities Act of 1933 (the “Registration Rights Agreement”), (2) a put and call option and transfer restriction agreement whereby TLLP would have the right to call from Stratford and RRGC the Exchanged Shares for a 15-month period for a call price of $1.00 per share (subject to adjustment upon certain dilution events), Stratford and RRGC would have the right to put their Exchanged Shares to TLLP for a 30-day period at the end of the call option period for a put price of $1.00 per share (subject to adjustment upon certain dilution events), and Stratford and RRGC would agree not to transfer the Exchanged Shares for a period of seven months after the date of the Exchange (the “Put and Call and Transfer Restriction Agreement”), (3) a voting agreement whereby Stratford and RRGC would agree to vote their Exchanged Shares in proportion to the votes of the other shareholders of Teletouch during the call option period (the “Voting Agreement”), (4) a pledge and security agreement whereby TLLP would pledge certain of its remaining shares of Common Stock to RRGC and Stratford as security for their put rights (the “Pledge and Security Agreement”), (5) mutual releases of claims between (A) RRGC and Stratford, on the one hand, and TLLP and the Issuer, on the other hand, and (B) RRGC and Stratford, on the one hand, and Robert M. McMurrey, on the other hand (together, the “Mutual Releases”), and (6) certain other ancillary documents (together with the Registration Rights Agreement, the Put and Call and Transfer Restriction Agreement, the Voting Agreement, the Pledge and Security Agreement, and the Mutual Releases, the “Exchange Documents”). In the event that the parties completed the Exchange, Stratford and RRGC would beneficially own approximately 36% and 24% of the outstanding shares of Common Stock (as reported in the Issuer’s most recent Quarterly Report on Form 10-Q), respectively, and together Stratford and RRGC would beneficially own approximately 60% of the outstanding shares of Common Stock.
Additionally, prior to signing the Binding Agreement, on August 11, 2011, Stratford and RRGC filed a petition (the “Petition”) in a court of competent jurisdiction seeking injunctive relief against TLL Partners and its manager. The Petition sought to compel TLL Partners to accept an alternative proposal made by Stratford and RRGC to enable TLL Partners to pay all amounts owed pursuant to the Loan Documents by August 19, 2011. In this proposal, Stratford and RRGC offered approximately $3.3 million to purchase approximately 6.3 million shares of Common Stock held by TLL Partners (the “Alternative Transaction”), which cash proceeds, along with a certain amount of Common Stock, would be used by TLL Partners to pay the amounts owed pursuant to the Loan Documents by their amended maturity date on August 19, 2011. The Alternative Transaction was ultimately unnecessary and did not occur because the transactions contemplated by the Binding Agreement were subsequently completed, as mentioned below. If the transactions contemplated by the Binding Agreement were not substantially completed on or about August 16, 2011 or very soon thereafter, Stratford and RRGC, depending on the circumstances, expected to seek to compel the Alternative Transaction through a court order. In the event that Stratford and RRGC succeeded in compelling the Alternative Transaction in the event of a failure to complete the transactions contemplated by the Binding Agreement, in accordance with their rights associated with the Preferred Units and upon the termination of TLL Partners obligations under the Loan Documents, Stratford and RRGC would then have required TLL Partners to redeem their Preferred Units for shares of Common Stock held by TLL Partners such that Stratford and RRGC would have received from TLL Partners a number of shares of Common Stock equal to the liquidation preference of their Preferred Units divided by the average daily closing price of the Common Stock for the 20 trading days ending three days prior to the date of notice of redemption. As of August 15, 2011, the liquidation preference of the Preferred Units held by Stratford and RRGC in the aggregate was approximately $18.2 million. Depending on the average daily closing price of the Common Stock, as of August 15, 2011, upon a satisfaction of the obligations under the Loan Documents, this could have required TLL Partners to transfer all of its remaining holdings of Common Stock to Stratford and RRGC, which would have resulted in Stratford and RRGC together owning a majority of the Common Stock of the Issuer.
On August 18, 2011, the parties completed the Exchange pursuant to the Exchange Documents, and as a result, Stratford and RRGC together now own approximately 60% of the outstanding shares of Common Stock. In connection with and as a condition to the Exchange, Stratford and RRGC withdrew the Petition and entered into a release of certain claims as provided in the Mutual Releases. The Registration Rights Agreement is filed with this Schedule 13D as Exhibit D, the Put and Call and Transfer Restriction Agreement as Exhibit E, the Voting Agreement as Exhibit F, the Pledge and Security Agreement as Exhibit G, and the Mutual Releases as Exhibits H and I.
The Filing Parties may make additional purchases of Common Stock either in the open market or in private transactions depending on the Filing Parties’ business, prospects and financial condition, the market for the Common Stock, general economic conditions, stock market conditions and other future developments.
The following describes plans or proposals that the Filing Parties may have as of the date of this Schedule 13D with respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:
(a) | None. | |
(b) | None. | |
(c) | None. | |
(d) | The Filing Parties have been in disagreement with certain policies of the Issuer’s board of directors. On August 24, 2010, Stratford and RRGC, acting together, submitted a shareholder proposal to the Issuer for consideration at the Issuer’s 2010 Annual Meeting of Shareholders seeking the appointment of its representatives to the Issuer’s board of directors (the “Proposal”). Subsequently, Stratford and RRGC decided to withdraw the Proposal from consideration. The Filing Partners may in the future seek to influence the Issuer’s board of directors. | |
(e) | None. |
(f) | None. | |
(g) | None. | |
(h) | None. | |
(i) | None. | |
(j) | In determining from time to time whether to sell the Common Stock reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Filing Parties will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Filing Parties. The Filing Parties reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and restated in its entirety, with effect from the date of this Fourth Amendment, as follows:
As set forth in Item 4, the Filing Parties and the Issuer have entered into certain agreements in connection with the closing of the Exchange, including the Binding Agreement and the Exchange Documents. The information provided in Item 4 is hereby incorporated by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit A | Joint Filing Agreement* | |
Exhibit B | Shareholder Proposal* | |
Exhibit C | Heads of Terms* | |
Exhibit D | Registration Rights Agreement, incorporated by reference to Exhibit 10.1 of Issuer’s Current Report filed on Form 8-K on August 18, 2011 | |
Exhibit E | Put and Call and Transfer Restriction Agreement | |
Exhibit F | Voting Agreement | |
Exhibit G | Pledge and Security Agreement | |
Exhibit H | Mutual Release — TLLP/Teletouch and RRGC/Stratford, incorporated by reference to Exhibit 10.2 of Issuer’s Current Report filed on Form 8-K on August 18, 2011 | |
Exhibit I | Mutual Release — Robert McMurrey and RRGC/Stratford |
* Previously filed.
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: August 24, 2011
STRATFORD CAPITAL PARTNERS, L.P. | ||||
By: | Stratford Capital GP Associates, L.P., its general partner |
By: | Stratford Capital Corporation, its general partner |
By: | /s/ David W. Knickel | |||
David W. Knickel, Vice President |
STRATFORD CAPITAL GP ASSOCIATES, L.P. | ||||
By: | Stratford Capital Corporation, its general partner |
By: | /s/ David W. Knickel | |||
David W. Knickel, Vice President |
STRATFORD CAPITAL CORPORATION | ||||
By: | /s/ David W. Knickel | |||
David W. Knickel, Vice President |
RETAIL & RESTAURANT GROWTH CAPITAL, L.P. | ||||
By: | Retail & Restaurant Growth Partners, L.P., its general partner |
By: | Retail & Restaurant Growth Management, Inc., its general partner |
By: | /s/ Raymond C. Hemmig | |||
Raymond C. Hemmig, Chairman and CEO |
RETAIL & RESTAURANT GROWTH PARTNERS, L.P. | ||||
By: | Retail & Restaurant Growth Management, Inc., its general partner |
By: | /s/ Raymond C. Hemmig | |||
Raymond C. Hemmig, Chairman and CEO |
RETAIL & RESTAURANT GROWTH MANAGEMENT, INC. | ||||
By: | /s/ Raymond C. Hemmig | |||
Raymond C. Hemmig, Chairman and CEO | ||||
S-1
SCHEDULE I
General Partners, Executive Officers, Managers and Board of Directors
Stratford Capital Corporation
Common Units | ||||
Name | Position and Present Principal Occupation/Business | Beneficially Owned | ||
John R. Muse | Director and President | -0- | ||
David W. Knickel | Vice President, Chief Financial Officer, and Secretary | -0- | ||
William G. Neisel | Treasurer, Compliance Officer, and Assistant Secretary | -0- | ||
Linda R. Thompson | Fund Controller | -0- |
Each of the above listed officers is a United States citizen.
The principal business address for each of the persons listed above is c/o HM Capital Partners, LLC, 200 Crescent Court, Suite 1600, Dallas, Texas 75201.
Retail & Restaurant Growth Management, Inc.
Common Units | ||||
Name | Position and Present Principal Occupation/Business | Beneficially Owned | ||
Raymond C. Hemmig | Chairman & CEO | -0- | ||
Joseph L. Harberg | President | -0- | ||
Mark Masinter | Sr. Vice President | -0- | ||
J. Eric Lawrence | Sr. Vice President | -0- |
Each of the above listed officers is a United States citizen.
The principal business address for each of the persons listed above is c/o 2701 E. Plano Pkwy, Suite 200, Plano, TX 75074.
Schedule I