SC 13D/A 1 d475924dsc13da.htm SCHEDULE 13D AMENDMENT NO. 7 Schedule 13D Amendment No. 7

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

TELETOUCH COMMUNICATIONS, INC.

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

87951V 10 7

(CUSIP Number)

David W. Knickel

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)

copy to:

Christopher R. Rowley

Vinson & Elkins LLP

2001 Ross Avenue

Suite 3700

Dallas, Texas 75201-2975

(214) 220-7700

January 16, 2013

(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:  ¨

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)  ¨

 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)

 

¨

 6   

Citizenship or Place of Organization

 

Texas, United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

    7    

Sole Voting Power

 

0

   8    

Shared Voting Power

 

17,610,000 Shares of Common Stock (1)

   9    

Sole Dispositive Power

 

0

   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

 

¨

 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.

 

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)  ¨

 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)

 

¨

 6   

Citizenship or Place of Organization

 

Texas, United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

    7    

Sole Voting Power

 

0

   8    

Shared Voting Power

 

17,610,000 Shares of Common Stock (1)

   9    

Sole Dispositive Power

 

0

   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

 

¨

 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.

 

3

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)  ¨

 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)

 

¨

 6   

Citizenship or Place of Organization

 

Texas, United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

    7    

Sole Voting Power

 

0

   8    

Shared Voting Power

 

17,610,000 Shares of Common Stock (1)

   9    

Sole Dispositive Power

 

0

   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

 

¨

 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.

 

4

CUSIP No. 87951V 10 7   13D  

 

 1   

Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

John R. Muse

 2   

Check the Appropriate Box if A Member of a Group

 

(a)  þ

 

(b)  ¨

 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)

 

¨

 6   

Citizenship or Place of Organization

 

Texas, United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

    7    

Sole Voting Power

 

0

   8    

Shared Voting Power

 

17,610,000 Shares of Common Stock (1)

   9    

Sole Dispositive Power

 

0

   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

 

¨

 13   

Percent of Class Represented by Amount in Row (11)

 

36.1%

 14   

Type of Reporting Person

 

IN

 

(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.

 

5

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)  ¨

 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)

 

¨

 6   

Citizenship or Place of Organization

 

Delaware, United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

    7    

Sole Voting Power

 

0

   8    

Shared Voting Power

 

11,740,000 Shares of Common Stock (1)

   9    

Sole Dispositive Power

 

0

   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

 

¨

 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.

 

6

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)  ¨

 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)

 

¨

 6   

Citizenship or Place of Organization

 

Delaware, United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

    7    

Sole Voting Power

 

0

   8    

Shared Voting Power

 

11,740,000 Shares of Common Stock (1)

   9    

Sole Dispositive Power

 

0

   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

 

¨

 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.

 

7

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)  ¨

 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)

 

¨

 6   

Citizenship or Place of Organization

 

Delaware, United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

    7    

Sole Voting Power

 

0

   8    

Shared Voting Power

 

11,740,000 Shares of Common Stock (1)

   9    

Sole Dispositive Power

 

0

   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

 

¨

 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.

 

8

AMENDMENT NO. 7 TO SCHEDULE 13D

This Amendment No. 7 to Schedule 13D (this “Seventh 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, Amendment No. 3 on August 15, 2011, Amendment No. 4 on August 18, 2011, Amendment No. 5 on July 19, 2012 and Amendment No. 6 on December 18, 2012 (collectively, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share, 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 Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended by adding the following:

As previously disclosed in this Item 3, on August 18, 2011, TLL Partners, L.L.C., a Delaware limited liability company (“TLL Partners”), Stratford Capital Partners, L.P., a Texas limited partnership (“Stratford”) and Retail & Restaurant Growth Capital, L.P., a Delaware limited partnership (“RRGC”) entered into the Put and Call and Transfer Restriction Agreement (the “Put Agreement”) whereby, among other things, TLL Partners granted Stratford and RRGC the Stratford/RRGC Put Option during the Stratford/RRGC Put Option Period. Also as previously disclosed in this Item 3, on December 7, 2012, TLL Partners, Stratford and RRGC entered into the Amendment No. 1 to Put and Call and Transfer Restriction Agreement whereby the parties amended the Put Agreement in order to extend the Stratford/RRGC Put Option Period to 11:59 p.m. Dallas, Texas time on January 18, 2013. On January 16, 2013, TLL Partners, Stratford and RRGC entered into the Amendment No. 2 to Put and Call and Transfer Restriction Agreement whereby the parties amended the Put Agreement in order to extend the Stratford/RRGC Put Option Period to 11:59 p.m. Dallas, Texas time on March 1, 2013.

Item 6. Contracts, Arrangements, Understandings or Relationships

Item 3 of the Schedule 13D is amended by adding the following:

The information set forth in Item 3 of this Seventh Amendment is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby supplemented to add the following:

Exhibit M         Amendment No. 2 to Put and Call and Transfer Restriction Agreement

 

9

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: January 29, 2013

 

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
/s/ John R. Muse
John R. Muse
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

 

S-1

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-2