TALTON HOLDINGS INC
S-4/A, 1997-12-17
TELEGRAPH & OTHER MESSAGE COMMUNICATIONS
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<PAGE>
 
   
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1997     
                                                     REGISTRATION NO. 333-33639
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                            PRE-EFFECTIVE AMENDMENT
                                     
                                  NO. 2     
                                      TO
                                   FORM S-4
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                             TALTON HOLDINGS, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
        DELAWARE                     4825                    75-2680266
                               (PRIMARY STANDARD          (I.R.S. EMPLOYER
     (STATE OR OTHER              INDUSTRIAL             IDENTIFICATION NO.)
     JURISDICTION OF          CLASSIFICATION CODE
    INCORPORATION OR                NUMBER)
      ORGANIZATION)
 
                               ----------------
 
                   1209 W. NORTH CARRIER PARKWAY, SUITE 300
                          GRAND PRAIRIE, TEXAS 75050
                                (972) 988-3737
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                               ----------------
 
                              JOHN A. CROOKS, JR.
                             TALTON HOLDINGS, INC.
                   1209 W. NORTH CARRIER PARKWAY, SUITE 300
                          GRAND PRAIRIE, TEXAS 75050
                                (972) 988-3737
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                               ----------------
 
                                WITH A COPY TO:
 
                                GLEN HETTINGER
                             HUGHES & LUCE, L.L.P.
                         1717 MAIN STREET, SUITE 2800
                              DALLAS, TEXAS 75201
                                (214) 939-5500
 
                               ----------------
 
  APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
 
  If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, please check the following box. [_]
 
                               ----------------
 
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
                        TABLE OF ADDITIONAL REGISTRANTS
 
  (EACH OF THE FOLLOWING SUBSIDIARIES OF TALTON HOLDINGS, INC., AND EACH OTHER
SUBSIDIARY THAT IS OR BECOMES A GUARANTOR OF CERTAIN OF THE SECURITIES
REGISTERED HEREBY, IS HEREBY DEEMED TO BE A REGISTRANT).
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              PRIMARY STANDARD
                              STATE OR OTHER     INDUSTRIAL    I.R.S. EMPLOYER
                              JURISDICTION OF  CLASSIFICATION  IDENTIFICATION
            NAME               INCORPORATION       NUMBER          NUMBER
- ------------------------------------------------------------------------------
<S>                           <C>             <C>              <C>
AmeriTel Pay Phones, Inc....     Missouri           4825         43-1581010
- ------------------------------------------------------------------------------
Talton Telecommunications
 Corporation................      Alabama           4825         63-0654966
- ------------------------------------------------------------------------------
Talton Telecommunications of
 Carolina, Inc..............      Alabama           4825         63-1093356
- ------------------------------------------------------------------------------
Talton STC, Inc.............     Delaware           4825         43-1782898
- ------------------------------------------------------------------------------
Talton Invision, Inc. .......    Delaware           4825         75-2722144
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
                             TALTON HOLDINGS, INC.
 
                             CROSS REFERENCE SHEET
 
PURSUANT TO RULE 404(A) AND ITEM 501 OF REGULATION S-K, SHOWING THE LOCATION IN
THE PROSPECTUS OF THE INFORMATION REQUIRED TO BE INCLUDED THEREIN IN ACCORDANCE
                            WITH PART I OF FORM S-4.
 
<TABLE>
<CAPTION>
   FORM S-4 ITEM NUMBER AND CAPTION      LOCATION OR HEADING IN THE PROSPECTUS
   --------------------------------      -------------------------------------
<S>                                    <C>
  1. Forepart of Registration
      Statement and Outside Front                                             
      Cover Page of Prospectus......   Forepart of Registration Statement;    
                                       Outside Front Cover Page of Prospectus 
  2. Inside Front and Outside Back
      Cover Pages of Prospectus.....   Inside Front and Outside Back Cover
                                       Pages of Prospectus
  3. Risk Factors, Ratio of Earnings
      to Fixed Charges and Other                                                
      Information...................   Forepart of Prospectus; Prospectus       
                                       Summary; Risk Factors; Summary Pro Forma 
                                       Financial Data; Summary Pro Forma        
                                       Financial Data; Selected Consolidated    
                                       Financial and Operating Information      

  4. Terms of the Transaction.......   Prospectus Summary; The Exchange Offer;
                                       Description of Senior Notes; Certain
                                       Federal Income Tax Considerations; Risk
                                       Factors

  5. Pro Forma Financial                                                        
      Information...................   Selected Consolidated Financial and      
                                       Operating Information; Summary Pro Forma 
                                       Financial Data                           
  6. Material Contracts with Company                       
      Being Acquired................                       * 

  7. Additional Information Required
      for Reoffering by Persons and                        *
      Parties Deemed to be
      Underwriters..................                       *
  8. Interests of Named Experts and                        
      Counsel.......................                       *
  9. Disclosure of Commission
      Position on Indemnification                          
      for Securities Act
      Liabilities...................                       *    
 10. Information with Respect to S-3                       
      Registrants...................                       *
 11. Incorporation of Certain                              
      Information by Reference......                       *
 12. Information with Respect to S-2                       
      or S-3 Registrants............                       *    
 13. Incorporation of Certain                              
      Information by Reference......
 14. Information with Respect to
      Registrants Other Than S-3 or                                             
      S-2 Registrants...............   Prospectus Summary; Summary Pro Forma    
                                       Financial Data; Selected Consolidated    
                                       Financial and Operating Information;     
                                       Management's Discussion and Analysis of  
                                       Financial Condition and Results of       
                                       Operations; Business; Legislation and    
                                       Regulation                               
 15. Information with Respect to S-3                        
      Companies.....................                       *
 16. Information with Respect to S-2                        
      or S-3 Companies..............                       *
 17. Information with Respect to                            
      Companies Other Than S-3 or S-                        
      2 Companies...................                       *
 18. Information if Proxies,                                
      Consents or Authorizations are                        
      to be Solicited...............                       *
 19. Information if Proxies,                                
      Consents or Authorizations are                        
      not to be Solicited or in an                         
      Exchange Offer................                       * 
</TABLE>
- --------
* Item is omitted because the answer is negative or the item is inapplicable.

<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED IN THIS PROSPECTUS IS SUBJECT TO COMPLETION OR          +
+AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN     +
+FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT   +
+BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  +
+STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO +
+SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF    +
+THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD +
+BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS  +
+OF ANY SUCH STATE.                                                            +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                 
              SUBJECT TO COMPLETION, DATED DECEMBER 16, 1997     
 
                               OFFER TO EXCHANGE
 
                       11% SERIES B SENIOR NOTES DUE 2007
             FOR ANY AND ALL OUTSTANDING 11% SENIOR NOTES DUE 2007
                                       OF
                             TALTON HOLDINGS, INC.
 
  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON       ,
                             1997, UNLESS EXTENDED
 
  Talton Holdings, Inc. (the "Company") hereby offers, upon the terms and
subject to the conditions set forth in this Prospectus and the accompanying
Letter of Transmittal (which together constitute the "Exchange Offer"), to
exchange a principal amount of 11% Series B Senior Notes due 2007 of the
Registrants (the "New Notes") for an equal principal amount of the issued and
outstanding 11% Senior Notes due 2007 (the "Old Notes," and collectively with
the New Notes, the "Senior Notes"). Interest on the Senior Notes is payable
semi-annually commencing January 1, 1998 with a final maturity date of June 30,
2007. As of the date of this Prospectus, $115,000,000 aggregate principal
amount of the Old Notes is outstanding. The terms of the New Notes and the Old
Notes are identical in all material respects, except for certain transfer
restrictions and registration rights and except that holders of New Notes are
not entitled to receive an increase in interest rate that holders of the Old
Notes are entitled to receive in certain circumstances. See "Description of
Senior Notes--Exchange Offer; Registration Rights."
 
                                  -----------
 
  SEE "RISK FACTORS" BEGINNING ON PAGE 17 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PARTICIPANTS IN THE EXCHANGE OFFER.
 
                                  -----------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
                                  -----------
 
                   The date of this Prospectus is     , 1997
<PAGE>
 
   
  The Exchange Offer is being made to satisfy certain obligations of the
Registrants under the Registration Rights Agreement, dated as of June 27,
1997, among the Company, the Subsidiary Guarantors (as defined and, together
with the Company, the "Registrants"), and the Initial Purchaser (as defined)
(the "Registration Rights Agreement"). Upon consummation of the Exchange
Offer, holders of Old Notes that were not prohibited from participating in the
Exchange Offer and did not tender their Old Notes will not have any
registration rights under the Registration Rights Agreement with respect to
such nontendered Old Notes, and, accordingly, such Old Notes will continue to
be subject to the restrictions on transfer contained in the legend on the Old
Notes.     
 
  Based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") with respect to similar transactions, the
Registrants believe that the New Notes issued pursuant to the Exchange Offer
in exchange for Old Notes may be offered for resale, resold, and otherwise
transferred by any holder of such New Notes (other than any such holder that
is an "affiliate" of the Registrants within the meaning of Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act")) without compliance
with the registration and prospectus delivery provisions of the Securities
Act, provided that such New Notes are acquired in the ordinary course of such
holder's business, such holder has no arrangement or understanding with any
person to participate in the distribution of such New Notes, and neither the
holder nor any other person is engaging in or intends to engage in a
distribution of the New Notes. Each broker-dealer that receives New Notes for
its own account in exchange for Old Notes must acknowledge that it will
deliver a prospectus in connection with any resale of its New Notes. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of the New Notes received in exchange for
the Old Notes acquired by the broker-dealer as a result of market-making
activities or other trading activities. The Registrant has agreed that it will
make this Prospectus available to any broker-dealer for use in connection with
any such resale for a period of 365 days after the Exchange Date (as defined)
or, if earlier, until all participating broker-dealers have so resold. See
"Plan of Distribution."
   
  The New Notes will evidence the same debt as the Old Notes and will be
entitled to the benefits of the Indenture (as defined). For a more complete
description of the terms of the New Notes, see "Description of Senior Notes."
There will be no cash proceeds to the Registrant from the Exchange Offer. The
Senior Notes will be senior unsecured obligations of the Company and will rank
pari passu in right of payment with all current and future senior indebtedness
of the Company and senior to all current and future subordinated indebtedness
of the Company. The Subsidiary Guarantees will be senior unsecured obligations
of the Subsidiary Guarantors and will rank pari passu in right of payment with
all current and future senior indebtedness of the Subsidiary Guarantors and
senior to all current and future subordinated indebtedness of the Subsidiary
Guarantors. The Senior Notes will be jointly and severally guaranteed
(collectively, the "Subsidiary Guarantees"), by each direct and indirect
Restricted Subsidiary (as defined) of the Company existing on the closing date
of the Offering. As of the date of this Prospectus, the Company has only one
Subsidiary that is not a Subsidiary Guarantor, and such Subsidiary has never
had revenues or expenses and has no assets other than certain license
applications and its initial paid-in capital of $1,000. As of the date of this
Prospectus there is aggregate indebtedness of $600,000 of the Company's
Subsidiaries that is effectively senior to the Senior Notes because the
Company is a holding company. See "Risk Factors--Holding Company Structure."
    
  The Old Notes were originally issued and sold on June 27, 1997 in an
offering of $115,000,000 aggregate principal amount of Old Notes (the
"Offering"). The Offering was exempt from registration under the Securities
Act under the exemptions provided by Rule 144A and Regulation S under, and
Section 4(2) of, the Securities Act. Accordingly, the Old Notes may not be
reoffered, resold, or otherwise pledged, hypothecated, or transferred in the
United States unless so registered or unless an exemption from the
registration requirements of the Securities Act and applicable state
securities laws is available. BASED ON INTERPRETATIONS OF THE STAFF OF THE
COMMISSION, "AFFILIATES" OF THE COMPANY (AS SUCH TERM IS DEFINED IN RULE 405
UNDER THE SECURITIES ACT) ARE PROHIBITED FROM TENDERING OLD NOTES IN THE
EXCHANGE OFFER.
 
  The Registrants have not entered into any arrangement or understanding with
any person to distribute the New Notes to be received in the Exchange Offer,
and, to the best of the Registrants' information and belief, each person
participating in the Exchange Offer is acquiring the New Notes in its ordinary
course of business
 
                                       2
<PAGE>
 
and has no arrangement or understanding with any person to participate in the
distribution of the New Notes to be received in the Exchange Offer.
   
  The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Old Notes being tendered for exchange. The Exchange Offer will
expire at 5:00 p.m., New York City time, on       , 1997, unless extended (as
it may be so extended, the "Expiration Date"). The date of acceptance for
exchange of the Old Notes for the New Notes (the "Exchange Date") will be the
first business day following the Expiration Date. Old Notes tendered pursuant
to the Exchange Offer may be withdrawn at any time prior to the Expiration
Date; otherwise such tenders are irrevocable.     
 
  Prior to this Exchange Offer, there has been no public market for the Senior
Notes. If a market for the New Notes should develop, the New Notes could trade
at a discount from their initial offering price. The Company does not intend
to apply for listing of the New Notes on any securities exchange or in any
automated quotation system. There can be no assurance that an active trading
market for the New Notes will develop.
 
                             AVAILABLE INFORMATION
 
  The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-4 under the Securities Act with respect to
the Exchange Offer. This Prospectus, which is part of the Registration
Statement, does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Exchange Offer, reference is
made to such Registration Statement and the exhibits and schedules filed as
part thereof. The Registration Statement and the exhibits and schedules
thereto filed with the Commission may be inspected without charge at the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and will also be available for
inspection and copying at the regional offices of the Commission located at
Seven World Trade Center, 13th Floor, New York, New York 10048, and the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of all or any portion of the Registration Statement may be obtained
from the Public Reference Section of the Commission upon payment of certain
prescribed fees. Electronic registration statements made through the
Electronic Data Gathering, Analysis, and Retrieval system are publicly
available through the Commission's Web site (http://www.sec.gov), which is
maintained by the Commission and which contains reports, proxy, and
information statements and other information regarding registrants that file
electronically with the Commission.
   
  THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL ANY REGISTRANT ACCEPT
SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN
WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE SECURITIES LAWS OF SUCH JURISDICTION.     
 
                              CORPORATE STRUCTURE
 
Talton Holdings, Inc.
  AmeriTel Pay Phones, Inc.(1)(2)
  Talton Telecommunications Corporation(1)(2)
    Talton Telecommunications of Carolina, Inc.(2)(3)
  Talton STC, Inc.(1)(2)
  Talton Invision, Inc.(1)(2)
     
  One Source Telecommunications, Inc.(1)(4)     
- --------
(1) Wholly owned by Talton Holdings, Inc.
(2) Subsidiary Guarantor.
(3) Wholly owned by Talton Telecommunications Corporation.
   
(4) Not a Subsidiary Guarantor.     
 
                                       3
<PAGE>
 
                               PROSPECTUS SUMMARY
 
  The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements
(including notes) appearing elsewhere in this Prospectus. Except as otherwise
stated or unless the context otherwise requires, the information set forth in
this Prospectus gives effect to the STC Acquisition (as defined), and
references to the "Company" are to Talton Holdings, Inc. and its consolidated
subsidiaries and the historical operations and activities of certain
predecessor companies, including AmeriTel Pay Phones, Inc. ("AmeriTel") and
Talton Telecommunications Corporation ("Talton Telecommunications"), each of
which became wholly owned subsidiaries of the Company in December 1996, Tri-T,
Inc. ("Tataka"), the inmate telecommunications operations of which were
acquired by the Company in May 1997, and STC (as defined). References in this
Prospectus to the "STC Acquisition" are to the acquisition by the Company of
substantially all of the assets of Security Telecom Corporation, a Texas
corporation ("STC"), and its affiliate Law Enforcement Technology, Inc. in a
transaction that closed simultaneously with the closing of the Offering.
 
                                  THE COMPANY
   
  The Company is the largest independent provider of inmate telecommunications
services to correctional facilities operated by city, county, and state
authorities and other types of confinement facilities such as juvenile
detention centers, private jails, and halfway houses. As of September 30, 1997,
the Company owned and operated inmate telephones in 1,781 correctional
facilities in 43 states. Management believes that the Company provides inmate
telecommunications services to over 75% of the county correctional facilities
in the states of Alabama, Illinois, Iowa, Kansas, Missouri, Nebraska, and Utah
and to over 50% of the county correctional facilities in the states of
Colorado, Idaho, Indiana, Kentucky, Minnesota, Mississippi, Montana, Ohio,
Oklahoma, South Dakota, and Tennessee. For the year ended December 31, 1996 and
the nine months ended September 30, 1997, the Company generated pro forma
operating revenues of $139.4 million and $102.4 million, respectively, and pro
forma EBITDA (as defined) of $24.9 million and $15.0 million, respectively.
Management estimates that the market for local and county correctional
facilities exceeds $700,000,000 in gross revenues annually. Management
estimates that approximately 55% of this market is controlled by RBOCs or other
LECs and by IXCs (as defined). The remainder of this market is served by
independent service providers such as the Company, with the Company accounting
for approximately 50% of the market served by independent service providers.
Management believes that no other independent provider accounts for more than
5% of the revenue derived from inmate telephone operations at local and county
correctional facilities.     
 
  The corrections industry has experienced dramatic growth over the last decade
as a result of societal and political trends. Recent anti-crime legislation,
including mandatory sentencing guidelines, limitations on parole, and spending
authorizations for crime prevention and construction of additional correctional
facilities have contributed to this industry growth. The U.S. has one of the
highest incarceration rates of any country in the world. The number of inmates
incarcerated in federal and state prisons and in city and county correctional
facilities increased from approximately 1.1 million at June 30, 1990 to
approximately 1.6 million at June 30, 1996, according to U.S. Department of
Justice statistics.
 
  The inmate telecommunications industry is characterized by the specialized
telecommunications systems and related services required to address the unique
needs of the corrections industry. Security and public safety concerns
associated with inmate telephone use require that correctional facilities have
the ability to control inmate access to telephones and to certain telephone
numbers, and to monitor inmate telephone activity. In addition, concerns
regarding fraud and the credit quality of the parties billed for inmate
telephone usage have also led to the development of systems and procedures
unique to this industry. Inmate telephones in the U.S. are operated by a large
and diverse group of service providers, including local exchange carriers
("LECs"), regional bell operating companies ("RBOCs"), interexchange carriers
("IXCs") such as AT&T, MCI, Sprint, and LDDS/Worldcom, and independent public
pay telephone and inmate telephone companies.
 
                                       4
<PAGE>
 
   
  The Company's inmate telecommunications business consists of owning,
operating, servicing, and maintaining a system of telephones located in
correctional facilities and providing related services. The Company enters into
multi-year agreements with the correctional facilities pursuant to which the
Company serves as the exclusive provider of telecommunications services to
inmates within each facility. In exchange for the exclusive service rights, the
Company pays a negotiated commission to the correctional facility based upon
actual inmate telephone use. Under the terms of the Company's agreements with
correctional facilities, these commissions are a function of revenues generated
from inmate telephone use. For the nine months ended September 30, 1997 pro
forma facility commissions were approximately 28% of pro forma operating
revenues. The Company installs and generally retains ownership of the
telephones and related equipment. In addition, the Company provides services
that are tailored to the specialized needs of the corrections industry and to
the requirements of the individual correctional facility, such as a specialized
law enforcement management system, call activity reporting, and call blocking.
The Company also generates revenues from public pay telephones that are
ancillary to its inmate telecommunications business.     
   
  The Company was formed in November 1996 to consummate the acquisitions of
AmeriTel and Talton Telecommunications, thereby combining the unique strengths
of two recognized independent providers of inmate telecommunications services.
The Company was formed by EUF Talton, L.P. ("EUF Talton"), an affiliate of
Engles Urso Follmer Capital Corporation ("EUFCC"), a private investment banking
and consulting firm, the principals of which are experienced in acquiring and
integrating the operations of companies in consolidating industries. With the
acquisition of AmeriTel, the Company acquired a management team with extensive
experience in identifying, consummating, and integrating acquisitions in the
inmate telecommunications industry; with Talton Telecommunications, the Company
acquired a billing and bad-debt management system that management believes
significantly reduces operating costs and affords the Company a competitive
advantage in the industry. With the acquisition of STC, the Company augmented
its information technology and services offered with, among other assets, a
specialized law enforcement management information system ("LEMS"). The Company
believes this system will be instrumental in retaining STC's customers and will
assist the Company in retaining existing and obtaining new customers. On July
31, 1997, the Company acquired Correctional Communications Corporation ("CCC").
With this acquisition, the Company acquired CCC's proprietary call processor
technology, which management believes will reduce the Company's installation
and operating costs. CCC generated revenues of approximately $9.6 million in
1996. On October 6, 1997, the Company acquired substantially all of the inmate-
telephone assets ("Invision") of Communications Central Inc. for $42.0 million,
subject to adjustment and subject to a provision for working capital of
approximately $1.2 million provided to the Company pursuant to the purchase
agreement (the "Invision Acquisition"). Invision generated revenues of
approximately $48.9 million in 1996.     
       
                               BUSINESS STRATEGY
 
  The Company was formed to capitalize on consolidation opportunities that the
Company believes exist within the highly fragmented inmate telecommunications
industry. The Company's primary business objectives are to be a cost-efficient,
high-quality provider of telecommunications services to correctional facilities
in the U.S. and to continue to expand its installed base of inmate telephones.
The Company has developed and is implementing the following strategies to meet
these objectives:
 
  . Target the corrections industry with specialized products and
    services. The Company has developed specialized telecommunications
    systems and services to focus on the unique needs of the corrections
    industry. In addition to telecommunications services, the Company offers
    a computer-based law enforcement management system, which includes jail
    management, victim notification, and prisoner profile software packages.
 
    The Company markets its telecommunications system and services through a
    sales force consisting largely of former law enforcement officials and
    others with experience in the corrections and
 
                                       5
<PAGE>
 
   telecommunications industries. The Company also maintains a staff of
   trained field service technicians and independent telecommunications
   service contractors, which enables the Company to respond quickly
   (typically within 24 hours) to service interruptions. In each of the last
   three years, the Company has retained in excess of 95% of its beginning of
   the year customer base through contract extensions or renewals.
 
  . Reduce operating costs and bad-debt expense. The Company has developed a
    billing and bad-debt management system that management believes
    significantly reduces operating costs and affords the Company a
    competitive advantage in the inmate telecommunications industry.
    Management believes that, through the use of the Company's system, which
    was developed by Talton Telecommunications, the Company has achieved
    levels of billing and collection costs and bad-debt expense that are
    generally lower than those experienced by other competitors in the inmate
    telecommunications industry. Management is currently implementing this
    system throughout the Company's existing operations and intends to
    implement this system in future acquired operations.
 
   The Company also utilizes direct billing agreements with LECs to bill and
   collect a majority of its operating revenues. Under the direct billing
   agreements, the LEC includes charges for the Company's services on the
   local telephone bill sent to the recipient of inmate collect calls.
   Management believes that direct billing arrangements with LECs are
   advantageous because they eliminate the costs associated with third party
   billing arrangements that are utilized by a majority of independent inmate
   telecommunications companies, expedite the billing and collection process,
   increase collectibility, and reduce account charge-offs. As of November
   30, 1996, the Company had negotiated direct billing agreements with
   BellSouth and GTE South, which enabled the Company to direct bill
   approximately 46% of its pro forma operating revenues. The increased
   telecommunications traffic that resulted from the combination of AmeriTel
   and Talton Telecommunications enabled the Company to enter into new direct
   billing arrangements, which, as of June 1997, enabled the Company to
   direct bill in excess of 85% of its operating revenues.
     
  . Expand through internal growth. The Company actively seeks to increase
    cash flow by installing additional telephones with current customers that
    are expanding and by securing new contracts. From January 1997 through
    September 1997, the Company signed 72 new contracts for facilities,
    including contracts for the state of Alaska and state of North Dakota
    prison systems and a new 1,500-bed facility in Ohio that is privately
    managed by Corrections Corporation of America ("CCA"). Through its sales
    force, the Company emphasizes the knowledge, experience, and reputation
    of the Company in the inmate telecommunications industry, its high level
    of service, and the additional specialized products and services offered
    by the Company to its correctional facility customers. Historically, the
    Company has focused on providing telecommunication services to small and
    medium-sized correctional facilities (typically city or county facilities
    with fewer than 250 beds). From June 30, 1990 to June 30, 1996, the
    inmate population in city and county jails increased at an average annual
    rate of approximately 4.2%, to approximately 518,000 of the 1.6 million
    individuals incarcerated in the U.S. The Company also intends to
    selectively pursue additional state and federal contracts that become
    available for bid.     
 
   Management also believes that the growth of the private corrections
   industry provides the Company opportunities for further expansion. The
   private corrections industry has experienced dramatic growth over the last
   several years, with the rated capacity of privately managed adult
   correctional facilities in the U.S. increasing from 10,973 beds at
   December 31, 1989 to 77,584 beds at December 31, 1996, representing an
   annual growth rate of approximately 32.2%. As the largest provider of
   inmate telecommunication services to CCA, the largest private prison
   management company in the U.S., the Company believes it is positioned to
   continue to benefit from the growth in the private corrections industry.
 
  . Pursue selective consolidating acquisitions. Management believes that the
    inmate telecommunications industry is highly fragmented, which affords
    significant opportunities for consolidation. Independent inmate telephone
    companies are generally small, local, or regional operators that may lack
    the financial
 
                                       6
<PAGE>
 
   resources and infrastructure necessary to achieve the efficiencies and
   economies of scale necessary to develop new systems and services to
   compete effectively for new customers and, as such, present attractive
   acquisition opportunities for the Company. In addition, management
   believes that the Telecommunications Act of 1996 (the "Telecom Act"),
   which requires RBOCs to decouple their pay phone operations from their
   local telephone businesses, will contribute to the consolidation
   opportunities existing in the market.
 
   Management believes that the Company's experience in acquiring independent
   inmate telecommunication companies will be instrumental in identifying
   acquisition candidates, negotiating favorable terms, and integrating the
   acquired operations into the Company. Since January 1993, the Company has
   successfully completed 27 acquisitions ranging from the purchase of
   relatively small local inmate telecommunication service providers to the
   acquisition of larger groups of inmate facility telecommunications
   contracts and related assets, including those of Peoples Telephone
   Company, Inc. for a seven state region in the midwestern U.S. In May 1997,
   the Company acquired the inmate telecommunications operations of Tataka,
   the leading independent inmate telecommunications service provider in the
   state of Utah; on July 31, 1997, the Company acquired substantially all of
   the assets of CCC; and on October 6, 1997, the Company consummated the
   Invision Acquisition.
 
  . Increase geographic concentration/clustering. The Company seeks to
    increase market penetration in the states in which it operates. High
    market penetration contributes to operating efficiencies through
    economies of scale and enables the Company to provide better customer
    service and more meaningful call activity reports to its correctional
    facility customers. The Company currently serves all of the state
    operated correctional facilities and 63 of 72 county correctional
    facilities in Alabama, 83 of 95 county correctional facilities in Iowa,
    82 of 94 county correctional facilities in Kansas, 104 of 108 county
    correctional facilities in Missouri, 52 of 67 county correctional
    facilities in Nebraska, 21 of 26 county correctional facilities in Utah,
    and over half of the county correctional facilities in Colorado,
    Minnesota, Mississippi, Oklahoma, and South Dakota.
 
  . Capitalize upon economies of scale. Management believes that the
    combination of AmeriTel and Talton Telecommunications, in addition to the
    completion of the STC Acquisition, has improved operating efficiencies,
    and that additional improvements in efficiency will result from future
    acquisitions. As a result of the increased telecommunications traffic and
    greater market leverage obtained by the Company in connection with its
    acquisitions of AmeriTel and Talton Telecommunications, the Company
    negotiated more favorable terms from its primary long distance carrier,
    LDDS/Worldcom, which has reduced the Company's long distance expenses. To
    the extent that the Company is successful in further increasing its
    telecommunications traffic through new installations or acquisitions, the
    Company expects to be able to negotiate even more favorable terms from
    its long distance providers. Management also believes that the continuing
    deregulation of local exchange services will enable the Company to
    negotiate more favorable rates from incumbent LECs and competitive local
    exchange carriers. In addition, management believes that the Company's
    existing infrastructure allows the Company to operate new and acquired
    inmate telephones in its existing markets without significant incremental
    field service, collection, and other general and administrative costs.
    Management believes that the expansion of the Company's installed base of
    inmate telephones will also allow the Company to enter into additional
    direct billing agreements, thereby decreasing billing and collection
    costs and bad-debt expense, and increasing the effectiveness of the
    Company's call validation process.
 
  The Company's executive offices are located at 1209 W. North Carrier Parkway,
Suite 300, Grand Prairie, Texas 75050. The phone number for the Company is
(972) 988-3737.
 
                                       7
<PAGE>
 
                               THE EXCHANGE OFFER
 
                             
Securities Offered..........  Up to $115,000,000 aggregate principal amount of
                              11% Series B Senior Notes due 2007 of the Company
                              (the "New Notes," and collectively with the Old
                              Notes, the "Senior Notes"). The terms of the New
                              Notes and the Old Notes are identical in all ma-
                              terial respects, except for certain transfer re-
                              strictions, registration rights, and interest
                              payments relating to the Old Notes that will not
                              apply to the New Notes. See "Description of Se-
                              nior Notes."
 
                                 
The Exchange Offer..........  The Company is offering to exchange a principal
                              amount of New Notes for an equal principal amount
                              of Old Notes. See "The Exchange Offer" for a de-
                              scription of the procedures for tendering Old
                              Notes. The Exchange Offer satisfies the registra-
                              tion obligations of the Registrants under the
                              Registration Rights Agreement. Upon consummation
                              of the Exchange Offer, holders of Old Notes that
                              were not prohibited from participating in the Ex-
                              change Offer and did not tender their Old Notes
                              will not have any registration rights under the
                              Registration Rights Agreement with respect to
                              such nontendered Old Notes and, accordingly, such
                              Old Notes will continue to be subject to the re-
                              strictions on transfer contained in the legend on
                              the Old Notes.     
 
Tenders, Expiration Date;        
Withdrawal..................  The Exchange Offer will expire at 5:00 p.m., New
                              York City time, on      , 1997, or such later
                              date and time to which it is extended. Tenders of
                              Old Notes pursuant to the Exchange Offer may be
                              withdrawn and retendered at any time prior to the
                              Expiration Date. Any Old Notes not accepted for
                              exchange for any reason will be returned without
                              expense to the tendering holder as promptly as
                              practicable after the expiration or termination
                              of the Exchange Offer.     
Federal Income Tax           
Considerations..............  The Exchange Offer will not result in any income,
                              gain, or loss to the holders of Senior Notes or
                              the Company for federal income tax purposes. See
                              "Certain Federal Income Tax Considerations."
 
Use of Proceeds.............  There will be no proceeds to the Company from the
                              exchange of New Notes for the Old Notes pursuant
                              to the Exchange Offer.
 
Exchange Agent..............  U.S. Trust Company of Texas, N.A., the Trustee
                              under the Indenture, is serving as exchange agent
                              (the "Exchange Agent") in connection with the Ex-
                              change Offer.
 
                                       8
<PAGE>
 
          CONSEQUENCES OF EXCHANGING OR FAILURE TO EXCHANGE OLD NOTES
                         PURSUANT TO THE EXCHANGE OFFER
 
  Generally, holders of Old Notes that exchange their Old Notes for New Notes
pursuant to the Exchange Offer may offer their New Notes for resale, resell
their New Notes, and otherwise transfer their New Notes without compliance with
the registration and prospectus delivery provisions of the Securities Act,
provided such New Notes are acquired in the ordinary course of the holders'
business, such holders have no arrangement with any person to participate in a
distribution of such New Notes, and neither the holder nor any other person is
engaging in or intends to engage in a distribution of the New Notes. Each
broker-dealer that receives New Notes for its own account in exchange for Old
Notes must acknowledge that it will deliver a prospectus in connection with any
resale of its New Notes. See "Plan of Distribution." To comply with the
securities laws of certain jurisdictions, it may be necessary to qualify for
sale or register the New Notes prior to offering or selling such New Notes. The
Company is required, under the Registration Rights Agreement, to register the
New Notes in any jurisdiction requested by the holders, subject to certain
limitations. BASED ON INTERPRETATIONS OF THE STAFF OF THE COMMISSION,
"AFFILIATES" OF THE COMPANY (AS SUCH TERM IS DEFINED IN RULE 405 UNDER THE
SECURITIES ACT) ARE PROHIBITED FROM TENDERING OLD NOTES IN THE EXCHANGE OFFER.
Upon consummation of the Exchange Offer, holders that were not prohibited from
participating in the Exchange Offer and did not tender their Old Notes will not
have any registration rights under the Registration Rights Agreement with
respect to such nontendered Old Notes, and accordingly, such Old Notes will
continue to be subject to the restrictions on transfer contained in the legend
on the Old Notes. In general, Old Notes may not be offered or sold, unless
registered under the Securities Act and applicable state securities laws. See
"The Exchange Offer--Consequences of Failure to Exchange."
 
                                       9
<PAGE>
 
                      SUMMARY DESCRIPTION OF SENIOR NOTES
 
Securities Offered..........  Up to $115,000,000 principal amount of 11% Series
                              B Senior Notes due 2007 of the Company. The terms
                              of the New Notes and the Old Notes are identical
                              in all material respects, except for certain
                              transfer restrictions, registration rights, and
                              interest payments relating to the Old Notes,
                              which will not apply to the New Notes. See "De-
                              scription of Senior Notes."
 
Maturity....................  June 30, 2007
 
Interest....................  The Senior Notes will bear interest at the rate
                              of 11% per annum, payable semi-annually in cash
                              in arrears on January 1 and July 1 of each year,
                              commencing January 1, 1998.
 
Subsidiary Guarantees.......     
                              The Senior Notes will be jointly and severally
                              guaranteed (collectively, the "Subsidiary Guaran-
                              tees"), by each direct and indirect Restricted
                              Subsidiary (as defined) of the Company existing
                              on the closing date of the Offering (the "Closing
                              Date") and by all other Restricted Subsidiaries
                              of the Company formed or acquired thereafter
                              (collectively the "Subsidiary Guarantors"). As of
                              the date of this Prospectus, the Company has only
                              one Subsidiary that is not a Subsidiary Guaran-
                              tor, and such Subsidiary has never had revenues
                              or expenses and has no assets other than certain
                              license applications and its initial paid-in cap-
                              ital of $1,000. The Subsidiary Guarantors' lia-
                              bility under the Subsidiary Guarantees will be
                              limited as described in this Prospectus, and the
                              Subsidiary Guarantees will be released automati-
                              cally in connection with certain asset sales and
                              dispositions. See "Description of Notes--Subsidi-
                              ary Guarantees."     
 
Ranking.....................  The Senior Notes will be senior unsecured
                              obligations of the Company and will rank pari
                              passu in right of payment with all current and
                              future senior indebtedness of the Company and
                              senior to all current and future subordinated
                              indebtedness of the Company. The Subsidiary
                              Guarantees will be senior unsecured obligations
                              of the Subsidiary Guarantors and will rank pari
                              passu in right of payment with all current and
                              future senior indebtedness of the Subsidiary
                              Guarantors and senior to all current and future
                              subordinated indebtedness of the Subsidiary
                              Guarantors. The Company's subsidiaries (the
                              "Subsidiaries") will be parties to the Senior
                              Credit Facility and all obligations under the
                              Senior Credit Facility will be secured by a first
                              priority lien on substantially all of the assets
                              of the Company (including the capital stock of
                              the Subsidiaries) and such Subsidiaries. Although
                              on the date of this Prospectus there is no
                              secured indebtedness of the Company or the
                              Subsidiary Guarantors that ranks senior to the
                              Senior Notes and the Subsidiary Guarantees, the
                              Indenture permits the Company and its
                              Subsidiaries to incur additional indebtedness,
                              including secured indebtedness, subject to
                              certain limitations. As of the date of this
                              Prospectus there is aggregate indebtedness of
                              $600,000 of the Company's Subsidiaries that is
                              effectively senior to the Senior Notes because
                              the Company is a holding company. See "Risk
                              Factors--Holding Company Structure."
 
                                       10
<PAGE>
 
 
Optional Redemption.........  At any time on or after June 30, 2002, the Senior
                              Notes will be redeemable at the option of the
                              Company, in whole or in part, at the redemption
                              prices set forth in this Prospectus plus accrued
                              and unpaid interest, if any, to the date of re-
                              demption. Notwithstanding the foregoing, at any
                              time prior to June 30, 2000, the Company may re-
                              deem up to 30% of the original aggregate princi-
                              pal amount of the Senior Notes with the net cash
                              proceeds of one or more Equity Offerings at a re-
                              demption price equal to 111% of the principal
                              amount thereof, plus accrued and unpaid interest,
                              if any, to the date of redemption; provided,
                              that, after any such redemption, at least
                              $80,000,000 aggregate principal amount of Senior
                              Notes originally issued remains outstanding. See
                              "Description of Senior Notes--Optional Redemp-
                              tion."
 
Change of Control...........  Upon a Change of Control, the Company will be re-
                              quired to offer to purchase the Notes at a pur-
                              chase price in cash equal to 101% of the aggre-
                              gate principal amount thereof, plus accrued and
                              unpaid interest, if any, to the date of purchase.
                              See "Description of Senior Notes--Change of Con-
                              trol Offer." The failure to redeem the Senior
                              Notes upon the occurrence of a Change of Control
                              as required by the Indenture would constitute a
                              Default under the Indenture. A "Change of Con-
                              trol" is defined by the Indenture to include cer-
                              tain dispositions of all or substantially all the
                              assets of the Company; adoption of a plan of dis-
                              solution or liquidation by the Company; consumma-
                              tion of certain transactions that result in cer-
                              tain third parties acquiring beneficial ownership
                              of more than 50% of the Voting Stock (as defined)
                              of the Company; or a change in the membership of
                              the Board of Directors of the Company resulting
                              in a majority of the directors of the Company not
                              being Continuing Directors (as defined). For a
                              detailed description of "Change of Control" see
                              "Description of Senior Notes--Certain Defini-
                              tions." Certain events involving a Change of Con-
                              trol may result in an event of default under the
                              Senior Credit Facility and may result in an event
                              of default under other indebtedness of the Com-
                              pany that may be incurred in the future. An event
                              of default under the Senior Credit Facility or
                              other indebtedness could result in an accelera-
                              tion of such indebtedness, in which case the Se-
                              nior Notes would be effectively subordinated to
                              such other secured indebtedness to the extent of
                              any liens securing such other indebtedness. See
                              "Description of Senior Notes--Change of Control
                              Offer" and "Description of Other Indebtedness--
                              Senior Credit Facility." Under New York law,
                              which governs the Indenture, it is not clear
                              which transactions would constitute a sale of
                              "all or substantially all of the assets" of the
                              Company. See "Risk Factors--Repurchase of Senior
                              Notes Upon a Change of Control." There can be no
                              assurance that the Company would have sufficient
                              resources to repurchase the Senior Notes and pay
                              its obligations under the Senior Credit Facility
                              or other indebtedness upon the occurrence of a
                              Change of Control.
 
                                       11
<PAGE>
 
 
Certain Covenants...........  The indenture governing the Notes (the "Inden-
                              ture") contains certain covenants that, among
                              other things, limit the ability of the Company
                              and its Restricted Subsidiaries (i) to pay the
                              dividends and make other Restricted Payments (as
                              defined) or investments; (ii) to incur additional
                              Indebtedness; (iii) to incur certain liens; (iv)
                              to enter into transactions with Affiliates (as
                              defined); (v) to engage in sale- leaseback trans-
                              actions; (vi) to issue stock of Restricted Sub-
                              sidiaries to third parties; (vii) to enter into
                              agreements restricting the ability of Restricted
                              Subsidiaries to pay dividends and make distribu-
                              tions; (viii) to merge or consolidate with any
                              other entity; and (ix) to transfer or sell as-
                              sets. In addition, under certain circumstances,
                              the Company will be required to offer to purchase
                              Senior Notes at a price equal to 100% of the
                              principal amount of such Senior Notes, plus ac-
                              crued and unpaid interest, if any, to the date of
                              purchase with the Net Proceeds (as defined) of
                              certain Asset Sales (as defined). These covenants
                              are subject to a number of important exceptions.
                              See "Description of Senior Notes--Certain Cove-
                              nants."
 
Use of Proceeds.............
                              There will be no proceeds to the Company from the
                              exchange of New Notes for the Old Notes pursuant
                              to the Exchange Offer.
 
                                  RISK FACTORS
 
  Prospective participants in the Exchange Offer should consider all of the
information contained in this Prospectus in connection with the Exchange Offer.
In particular, prospective participants should consider the factors set forth
under "Risk Factors."
 
                                       12
<PAGE>
 
                 
              SUMMARY PRO FORMA FINANCIAL AND OPERATING DATA     
                             (DOLLARS IN THOUSANDS)
   
  The following unaudited summary pro forma financial and operating data for
the year ended December 31, 1996 and the nine months ended September 30, 1997
give effect to (i) the acquisitions of AmeriTel, Talton Telecommunications, and
Tataka; (ii) the STC Acquisition; (iii) the CCC Acquisition; (iv) the Invision
Acquisition; and (v) the Offering and the application of the net proceeds
therefrom, as if all such transactions had been consummated on January 1, 1996.
The pro forma balance sheet data gives effect to the Invision Acquisition, as
if such transaction had been consummated on September 30, 1997. The summary pro
forma financial data is for illustrative purposes only and should not be viewed
as a projection or forecast of the Company's performance for any future period.
Such pro forma data should be read in conjunction with "Pro Forma Financial
Data"; "Management's Discussion and Analysis of Financial Condition and Results
of Operations"; and the financial statements and the notes thereto included
elsewhere in this Prospectus.     
 
<TABLE>   
<CAPTION>
                                                                    NINE MONTHS
                                                       YEAR ENDED      ENDED
                                                      DECEMBER 31, SEPTEMBER 30,
                                                          1996         1997
                                                      ------------ -------------
<S>                                                   <C>          <C>
PRO FORMA OPERATING DATA:
Operating revenues...................................   $139,369     $102,474
Operating expenses:
  Telecommunication costs............................     60,069       45,368
  Facility commissions...............................     36,723       28,564
  Field operations and maintenance...................      5,451        5,162
  Selling, general, and administrative...............     12,085        9,332
  Depreciation.......................................      2,660        1,995
  Amortization of intangibles........................     20,861       15,646
  Non-recurring expenses.............................        250          --
                                                        --------     --------
    Total operating expenses.........................    138,099      106,067
                                                        --------     --------
Operating income (loss)..............................      1,270       (3,593)
Other (income) expense:
  Interest expense, net..............................     14,995       11,246
  Other, net.........................................       (116)        (985)
                                                        --------     --------
    Total other (income) expense.....................     14,879       10,261
Income (loss) before income taxes....................    (13,609)     (13,854)
Income tax expense...................................        --           --
                                                        --------     --------
Income (loss) from continuing operations.............   $(13,609)    $(13,854)
                                                        ========     ========
OTHER PRO FORMA DATA:
  EBITDA(1)..........................................   $ 24,907     $ 15,033
  Capital Expenditures(2)............................      7,828        7,402
  Ratio of EBITDA to net cash interest expense.......        1.7          1.3
</TABLE>    
 
<TABLE>   
<CAPTION>
                                                                 PRO FORMA AT
                                                              SEPTEMBER 30, 1997
                                                              ------------------
<S>                                                           <C>
PRO FORMA BALANCE SHEET DATA:
  Cash and cash equivalents..................................      $    --
  Total assets...............................................       153,393
  Total debt (including current maturities)..................       139,810
  Total stockholders' deficit................................        (2,185)
</TABLE>    
 
                                               (see notes on the following page)
 
                                       13
<PAGE>
 
             
          NOTES TO SUMMARY PRO FORMA FINANCIAL AND OPERATING DATA     
                             (DOLLARS IN THOUSANDS)
   
(1)  For the purposes of this Prospectus, EBITDA means income before interest,
     income taxes, depreciation and amortization. Although EBITDA is not a
     measure of performance calculated in accordance with generally accepted
     accounting principles, the Company has included information concerning
     EBITDA in this Prospectus because it is commonly used by certain investors
     and analysts as a measure of a company's ability to service its debt
     obligations. EBITDA should not be used as an alternative to, or be
     considered more meaningful than, operating income, net income, or cash
     flow as an indicator of the Company's operating performance. Pro forma
     EBITDA reflects the following adjustments:     
<TABLE>   
<CAPTION>
                                                                   NINE MONTHS
                                                      YEAR ENDED      ENDED
                                                     DECEMBER 31, SEPTEMBER 30,
                                                         1996         1997
                                                     ------------ -------------
   <S>                                               <C>          <C>
   EBITDA on a historical pro forma basis before
    pro forma adjustments..........................    $16,769       $11,836
   Pro forma adjustments:
     Billing and collection savings................      4,146         1,801
     Long distance savings.........................      3,027         1,063
     Elimination of selling, general, and
      administrative costs of acquired businesses..        512           345
     Elimination of non-recurring expenses.........        434            --
     Elimination of minority interest..............         19           (12)
                                                       -------       -------
   Pro forma EBITDA................................    $24,907       $15,033
                                                       =======       =======
</TABLE>    
 
 
  Although management believes that revenue enhancements, additional cost
reductions, and operating expense synergies will be realized after the Company
has integrated the acquired businesses and has consolidated administrative
functions, including (i) increased revenues resulting from increases in tariff
rates during 1996; (ii) increases in call blocking limits at Invision that were
substantially lowered by Invision in late 1996; and (iii) reductions in bad-
debt expense resulting from the full implementation of Talton
Telecommunications' billing and bad-debt management system, these and other
possible synergies in overhead expenses have not been reflected in the pro
forma financial data. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Revenue and Cost Synergies" for the
effects of these synergies on the financial performance of the Company.
 
(2) Capital expenditures include only amounts expended for purchase of property
    and equipment and the installation of facility contracts.
 
                                       14
<PAGE>
 
 
                       SUMMARY HISTORICAL FINANCIAL DATA
                             (DOLLARS IN THOUSANDS)
 
  Effective December 1, 1996, the Company became the holding company for the
operations of AmeriTel and Talton Telecommunications. The Company accounted for
these acquisitions using the purchase method of accounting. Accordingly, the
Company's consolidated financial statements include the operations of AmeriTel
and Talton Telecommunications only for periods after December 1, 1996.
   
  The following consolidated financial data for the Company for the one month
ended December 31, 1996 and combined financial data of AmeriTel and Talton
Telecommunications for the years ended December 31, 1994 and 1995 and for the
eleven months ended November 30, 1996, have been derived from the audited
consolidated financial statements of the Company and AmeriTel and Talton
Telecommunications. The financial data do not purport to indicate results of
operations as of any future date or for any future period. The combined
financial data of the Company's predecessors for the nine months ended
September 30, 1996 and the consolidated financial data of the Company for the
nine months ended September 30, 1997 are unaudited and, in the opinion of
management, reflect all adjustments (consisting only of normal recurring
accruals) that are necessary to present fairly the combined or consolidated
financial statements for such periods. Such summary historical financial data
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
the notes thereto included elsewhere in this Prospectus.     
 
<TABLE>   
<CAPTION>
                                                                         COMBINED
                              COMBINED PREDECESSORS       THE COMPANY  PREDECESSORS   THE COMPANY
                          ------------------------------- ------------ ------------- -------------
                            YEARS ENDED     ELEVEN MONTHS  ONE MONTH    NINE MONTHS   NINE MONTHS
                           DECEMBER 31,         ENDED        ENDED         ENDED         ENDED
                          ----------------  NOVEMBER 30,  DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
                           1994     1995        1996          1996         1996          1997
                          -------  -------  ------------- ------------ ------------- -------------
                                                                               (UNAUDITED)
<S>                       <C>      <C>      <C>           <C>          <C>           <C>
OPERATING DATA:
Operating revenues......  $23,892  $40,326     $53,663      $ 5,506       $42,890       $53,407
Operating expenses:
 Telecommunication
  costs.................   11,761   18,673      23,317        2,299        19,155        21,571
 Facility commissions...    3,901    9,595      13,962        1,455        11,197        14,419
 Field operations and
  maintenance...........    1,044    1,467       1,816          219         1,352         2,373
 Selling, general, and
  administrative........    2,571    4,089       3,921          372         3,002         4,462
 Depreciation...........      965    1,359       1,538          111         1,145         1,072
 Amortization of intan-
  gibles................    1,392    1,605       1,746          741         1,412         7,788
 Non-recurring ex-
  penses................      --       --          684          --            --            --
                          -------  -------     -------      -------       -------       -------
 Total operating ex-
  penses................   21,634   36,788      46,984        5,197        37,263        51,685
                          -------  -------     -------      -------       -------       -------
Operating income........    2,258    3,538       6,679          309         5,627         1,722
Other (income) expense:
 Interest expense, net..      745    1,360       1,469          612         1,210         7,320
 Other, net.............     (134)     (52)         27          (20)          236          (126)
                          -------  -------     -------      -------       -------       -------
 Total other expense....      611    1,308       1,496          592         1,446         7,194
                          -------  -------     -------      -------       -------       -------
Income (loss) before
 income taxes and
 extraordinary loss.....    1,647    2,230       5,183         (283)        4,181        (5,472)
Income tax expense
 (benefit)..............      (11)     891       1,917          (23)        1,572          (657)
                          -------  -------     -------      -------       -------       -------
Income (loss) before
 extraordinary loss.....    1,658    1,339       3,266         (260)        2,609        (4,815)
Extraordinary loss......      --       --           52          --            --          4,396
                          -------  -------     -------      -------       -------       -------
Net Income (loss).......  $ 1,658  $ 1,339     $ 3,214      $  (260)      $ 2,608       $(9,211)
                          =======  =======     =======      =======       =======       =======
OTHER DATA:
EBITDA(1)...............  $ 4,749  $ 6,554     $ 9,936      $ 1,181       $ 7,948       $10,708
Net cash provided (used)
 by operating activi-
 ties:..................    4,413    4,809       5,883       (1,419)        6,380         1,048
Net cash provided (used)
 by investing activi-
 ties:..................   (9,976)  (8,022)     (7,515)     (47,252)       (5,692)      (27,726)
Net cash provided (used)
 by financing activi-
 ties:..................    5,700    4,087         870       48,966        (1,838)       42,971
Capital expendi-
 tures(2)...............    3,223    4,669       2,804          269           993         4,457
</TABLE>    
 
<TABLE>   
<CAPTION>
                                                                AT SEPTEMBER 30,
                                                                      1997
                                                                ----------------
<S>                                                             <C>
BALANCE SHEET DATA:
Cash and cash equivalents......................................     $ 16,588
Total assets...................................................      129,181
Total debt (including current maturities)......................      131,366
Total stockholders' deficit....................................       (2,185)
</TABLE>    
 
                                               (see notes on the following page)
 
                                       15
<PAGE>
 
                   NOTES TO SUMMARY HISTORICAL FINANCIAL DATA
   
(1) For purposes of this Prospectus, EBITDA means income before interest,
    income taxes, depreciation, and amortization. Although EBITDA is not a
    measure of performance calculated in accordance with generally accepted
    accounting principles, the Company has included information concerning
    EBITDA in this Prospectus because it is commonly used by certain investors
    and analysts as a measure of a company's ability to service its debt
    obligations. EBITDA should not be used as an alternative to, or be
    considered more meaningful than, operating income, net income, or cash flow
    as an indicator of the Company's operating performance.     
(2) Capital expenditures includes only amounts expended for purchases of
    property and equipment and the installation of facility contracts.
 
                                       16
<PAGE>
 
                                 RISK FACTORS
 
  In addition to the other information in this Prospectus, the following risk
factors should be considered carefully in evaluating the Company and its
business in connection with the Exchange Offer.
 
CONSEQUENCES OF FAILURE TO EXCHANGE
   
  Upon consummation of the Exchange Offer, holders of Old Notes that were not
prohibited from participating in the Exchange Offer and did not tender their
Old Notes will not have any registration rights under the Registration Rights
Agreement with respect to such nontendered Old Notes and, accordingly, such
Old Notes will continue to be subject to the restrictions on transfer
contained in the legend on the Old Notes. Based on interpretations of the
staff of the Commission, "affiliates" of the Company (as such term is defined
in Rule 405 under the Securities Act) are prohibited from tendering Old Notes
in the Exchange Offer. In general, the Old Notes may not be offered or sold,
unless registered under the Securities Act and applicable state securities
laws, except pursuant to an exemption from, or in a transaction not subject
to, the Securities Act and applicable state securities laws. The Company does
not intend to register the Old Notes under the Securities Act. Based on
interpretations by the staff of the Commission with respect to similar
transactions, the Company believes that the New Notes issued pursuant to the
Exchange Offer may be offered for resale, resold and otherwise transferred by
any holder of such New Notes (other than any such holder that is an
"affiliate" of the Registrant within the meaning of Rule 405 under the
Securities Act) without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such New Notes are
acquired in the ordinary course of such holder's business, such holder has no
arrangement or understanding with any person to participate in the
distribution of such New Notes, and neither the holder nor any other person is
engaging in or intends to engage in a distribution of the New Notes. Each
broker-dealer that receives New Notes for its own account in exchange for Old
Notes must acknowledge that it will deliver a prospectus in connection with
any resale of its New Notes. The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of the
New Notes received in exchange for the Old Notes acquired by the broker-dealer
as a result of market-making activities or other trading activities. The
Company has agreed that it will make this Prospectus available to any broker-
dealer for use in connection with any such resale for a period of 365 days
after the Exchange Date or, if earlier, until all participating broker-dealers
have so resold. See "Plan of Distribution." The New Notes may not be offered
or sold unless they have been registered or qualified for sale under
applicable state securities laws or an exemption from registration or
qualification is available and is complied with. The Registrants are required,
under the Registration Rights Agreement, to register the New Notes in any
jurisdiction requested by the holders, subject to certain limitations.     
 
ABSENCE OF A PUBLIC MARKET
 
  Prior to this Exchange Offer, there has been no public market for the Old
Notes. If a market for the New Notes should develop, the New Notes could trade
at a discount from their principal amount. The Company does not currently
intend to list the New Notes on any securities exchange or to seek approval
for quotation through any automated quotation system. There can be no
assurance that an active public market for the New Notes will develop.
 
SUBSTANTIAL LEVERAGE; RESTRICTIVE COVENANTS
   
  The Company has significant debt and debt service obligations. At September
30, 1997, the Company had approximately $115.6 million of long-term debt
outstanding (including current maturities). In addition, for the nine months
ended September 30, 1997, the Company's earnings were insufficient to cover
fixed charges by approximately $5.5 million. After giving effect to the
acquisition of Tataka, the STC Acquisition, the CCC Acquisition, the Invision
Acquisition, the Offering, and the application of the net proceeds therefrom,
the Company has, as of September 30, 1997, on a pro forma basis $139.8 million
of long-term debt (including current maturities) and a deficit in
stockholders' equity of $2.2 million.     
 
  The significant leverage of the Company will have several important
consequences to holders of the Senior Notes, including, but not limited to,
the following: (i) the Company will incur significant interest expense and
 
                                      17
<PAGE>
 
principal repayment obligations in connection with the Senior Notes, the
Senior Credit Facility, and other permitted indebtedness thereby reducing the
funds available for its operations, capital expenditures, and other purposes;
(ii) the Company's leveraged position and the covenants contained in the
Senior Credit Facility and the Indenture will limit the Company's ability to
obtain additional financing and dispose of assets; and (iii) the Company's
substantial leverage may make it more vulnerable to economic fluctuations,
limit its ability to withstand competitive pressures, and reduce its
flexibility in responding to changing business and economic conditions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and "Description of Senior
Notes."
 
  The Company will be required to pay the principal of the Senior Notes at
maturity in 2007. The Company's ability to make scheduled principal payments
or to refinance its obligations with respect to its indebtedness, and to pay
interest thereon, will depend on its financial and operating performance,
which in turn is subject to prevailing economic conditions and to certain
financial, business, and other factors beyond its control.
 
  The Senior Credit Facility and the Indenture contain numerous restrictive
covenants including, among others, limitations on the ability of the Company
to incur additional indebtedness, to create liens and other encumbrances, to
make certain payments and investments, to sell or otherwise dispose of assets,
or to merge or consolidate with another entity. The Senior Credit Facility
also requires the Company to meet certain financial tests on a consolidated
basis, some of which may be more restrictive in future years. The Company's
failure to comply with its obligations under the Senior Credit Facility or the
Indenture, or in agreements relating to indebtedness incurred in the future,
could result in an event of default under such agreements, which could permit
acceleration of the related debt and acceleration of debt under other
financing arrangements that may contain cross-acceleration or cross-default
provisions. In addition, because interest under the Company's Senior Credit
Facility accrues at floating rates, the Company remains subject to interest
rate risk with respect to a significant portion of its indebtedness.
 
  The Senior Notes are and will be senior obligations of the Company ranking
pari passu in right of payment with all current and future senior indebtedness
of the Company, including indebtedness under the Senior Credit Facility and
any refinancing of the Senior Credit Facility. The Senior Notes are and will
be unsecured obligations, however, and substantially all of the assets of the
Company (including the capital stock of the Subsidiaries) and the Subsidiaries
will be pledged to secure the obligations of the Company and its Subsidiaries
under the Senior Credit Facility. Indebtedness under the Senior Credit
Facility and any other current and future secured indebtedness of the Company
will effectively rank senior to the Senior Notes to the extent of the
collateral securing such indebtedness in the event of a realization upon the
collateral or a dissolution, liquidation, reorganization, or similar
proceeding related to the Company. After any such realization or proceeding,
there can be no assurance that there will be sufficient proceeds or other
assets available for holders of the Senior Notes to recover all or any portion
of their claims against the Company under the Senior Notes and the Indenture.
See "Capitalization"; "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources";
"Description of the Other Indebtedness--Senior Credit Facility"; and
"Description of Senior Notes."
 
HOLDING COMPANY STRUCTURE
 
  The Company is a holding company, the assets of which consist principally of
the stock of its Subsidiaries, through which it conducts substantially all of
its operations. The Company's ability to pay interest on the Senior Notes and
to satisfy its other obligations will depend upon dividends or other
distributions of funds from its Subsidiaries. The Company's Subsidiaries are
distinct legal entities, and the rights of holders of the Senior Notes against
the Subsidiary Guarantors will be subject to the rights of the Subsidiary
Guarantors' creditors, to the extent senior to the obligations of the
Subsidiary Guarantors. The future operating performance of its Subsidiaries
will be affected by economic conditions, and financial, business, and other
factors, many of which are beyond the Company's control. As of the date of
this Prospectus there is aggregate indebtedness of $600,000 of the Company's
Subsidiaries that is effectively senior to the Senior Notes because the
Company is a holding company. The Company has pledged all of the outstanding
capital stock of its Subsidiaries to secure its
 
                                      18
<PAGE>
 
obligations under the Senior Credit Facility. The Senior Credit Facility and
all obligations thereunder are also secured by a first priority lien on
substantially all of the assets of the Company's Subsidiaries, including
future Subsidiaries. There can be no assurance that the operating cash flow of
the Company's Subsidiaries will be sufficient to meet the Company's operating
expenses and debt service obligations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."
 
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
 
  The Company is pursuing a strategy of expanding its installed base of inmate
telephones through acquisitions of inmate telecommunications service
providers. The Company evaluates specific acquisition opportunities based on
market conditions and economic factors existing at the time and intends to
pursue favorable opportunities as they arise. The Company may encounter
increased competition for acquisitions in the future, which could result in
acquisition prices the Company does not consider acceptable. There can be no
assurance that the Company will find suitable acquisition candidates at
acceptable prices, have sufficient available capital resources to realize its
acquisition strategy, be successful in entering into definitive agreements for
desired acquisitions, or that any such acquisitions, if consummated, will
prove to be advantageous to the Company. See "--Substantial Leverage;
Restrictive Covenants"; "Management's Discussion and Analysis of Financial
Condition and Results of Operations"; and "Business--Business Strategy."
 
  The success of the Company's acquisition strategy is also dependent on the
ability of the Company to integrate acquired operations into the Company's
existing operations. The Company is in the process of integrating the
operations of AmeriTel, Talton Telecommunications, Tataka, STC, CCC, and
Invision. There can be no assurance that the integration of these operations
and future acquired operations will not require the investment of capital or
result in unforeseen difficulties or absorb significant management resources
at levels higher than that anticipated by management, or that the Company will
realize meaningful economies of scale or operating efficiencies from its
acquisitions. The failure of the Company to successfully integrate acquired
operations could have a material adverse effect on the Company. See
"Business--Business Strategy."
 
REGULATORY FACTORS
 
  The inmate telecommunications industry is regulated by both the Federal
Communications Commission (the "FCC") and state public utility commissions.
The Company's operations are also significantly affected by the regulation of
other telecommunications businesses, including LECs and IXCs. Changes in the
laws and regulations governing the Company's business or other
telecommunications businesses could have a material adverse effect on the
Company.
 
  At the federal level, the industry is currently in a period of substantial
regulatory change in the aftermath of the Telecom Act, which, among other
things, directed the FCC to change the regulatory framework of the pay
telephone industry, including the inmate telephone industry. Because the FCC
is still in the process of implementing its new regulations, and because
several aspects of rule changes proposed by the FCC are subject to requests
for reconsideration, clarification, and final resolution in related
proceedings, as well as pending court challenges, the ultimate effect of
regulatory changes on the Company's business is uncertain. In particular,
whether the FCC's rules designed to eliminate subsidization and discrimination
by the LECs prove to be effective will significantly affect the level of
competition faced by the Company in the inmate telecommunications market.
Similarly, because the rules have only recently been adopted, it is too early
to assess the LECs' competitive responses to them. See "Business--Regulation--
Federal Regulation."
 
  Under the Billed Party Preference ("BPP") proposal currently pending before
the FCC, the Company could be prohibited from carrying many interstate collect
calls made on the Company's inmate telephones, which could substantially
reduce the Company's operating revenues. Any such reduction in the Company's
operating revenues could have a material adverse effect on the Company. See
"Business--Regulation."
 
  In addition to federal regulation, many states have set maximum rates that
can be charged for inmate collect calls. Because collect calls are generally
the only form of calling permitted from inmate telephones, a reduction in the
maximum rates that may be charged by the Company could have a material adverse
effect on the Company. See "Business--Regulation."
 
                                      19
<PAGE>
 
COMPETITION
 
  The businesses in which the Company operates are highly competitive. The
Company competes with numerous providers of inmate telephone services, LECs,
RBOCs, IXCs, including major long distance carriers such as AT&T, MCI, Sprint,
and LDDS/Worldcom, and independent public pay telephone and inmate telephone
companies. Many of the Company's competitors are larger and better capitalized
and have significantly greater financial resources available than the Company.
The Company believes that the principal competitive factors in the inmate
telecommunications market are (i) system features and functionality; (ii)
system reliability and service; (iii) the ability to customize inmate call
processing systems to the specifications and needs of the particular
correctional facility; (iv) relationships with correctional facilities; and
(v) rates of commissions paid to the correctional facilities.
 
  Historically, federal and state facilities, which are generally bid on a
system-wide basis, have been served by RBOCs, large LECs, and IXCs, which are
able to leverage their existing systems and infrastructure to serve these
large, high volume customers without the need for additional, significant
capital expenditures. These same service providers, however, have generally
not focused on the smaller city and county correctional systems, which are
typically negotiated on a facility-by-facility basis. As a result, a
significant portion of city and county correctional facilities, which
constitute a substantial majority of the Company's customers, is served by
independent inmate telephone and independent public pay telephone companies. A
decision by RBOCs, large LECs, and major long distance companies to pursue
actively contracts with city and county correctional facilities could have a
material adverse effect on the Company. See "Business--Business Strategy" and
"Business--Competition."
 
GOVERNMENTAL ENTITIES AS CUSTOMERS
 
  The Company's customers include state and local governmental entities
responsible for the administration and operation of correctional facilities.
The Company is subject, therefore, to the administrative policies and
procedures employed by, and the regulations that govern the activities of,
these governmental entities, including policies, procedures, and regulations
concerning the procurement and retention of contract rights and the provision
of services. There can be no assurance that the Company's operations will not
be adversely affected by the policies and procedures employed by, or the
regulations that govern the activities of, these governmental entities or that
the Company will not be limited in its ability to secure additional customer
contracts, renew existing customer contracts, or consummate acquisitions as a
result of such policies, procedures, and regulations.
 
CONCENTRATION OF ACCOUNTS
   
  The Company serves the entire corrections system operated by the state of
Alabama. Pro forma operating revenues from the State of Alabama totaled
approximately $12.8 million and $8.8 million, respectively, for the fiscal
year ended December 31, 1996 and the nine months ended September 30, 1997, or
9.2% and 8.6%, respectively, of the Company's pro forma operating revenues for
such periods. The Company's contract with the state of Alabama expires in
March 1998. The loss of the state of Alabama as a customer could have a
material adverse effect on the Company. In addition, the Company is the
largest provider of inmate telecommunication services to CCA, a private
operator of correctional facilities. Aggregate pro forma revenues from CCA
under these contracts, which are terminable upon 30 days' notice, totaled
approximately $6.6 million and $9.0 million for the year ended December 31,
1996 and the nine months ended September 30, 1997, respectively, representing
4.7% and 8.8% of the Company's pro forma operating revenues for such periods,
respectively. The loss of CCA as a customer could have a material adverse
effect on the Company. See "--Provision of Inmate Telecommunications Services
by Private Operators of Correctional Facilities" and "Business--Competition."
    
DEPENDENCE ON EQUIPMENT VENDORS
 
  The Company obtains the telecommunications equipment used in its operations
from several equipment vendors. Because the Company does not manufacture its
own equipment, the Company is dependent on these vendors for replacement parts
and technical service and support on its existing equipment. Although there
are
 
                                      20
<PAGE>
 
alternative sources for equipment in the market, the inability of more than
one of the Company's equipment vendors to provide replacement parts, service,
or support to the Company could cause an interruption in the services offered
by the Company. Any prolonged interruption of the Company's services could
have a material adverse effect on the Company.
 
TECHNOLOGICAL CHANGE AND NEW SERVICES
 
  The telecommunications industry has been characterized by rapid
technological advancements, frequent new service introductions, and evolving
industry standards. Management believes that its future success will depend on
its ability to anticipate and respond to such changes and new technology.
There can be no assurance that the Company will not be materially adversely
affected by the introduction and acceptance of new technology.
 
PROVISION OF INMATE TELECOMMUNICATIONS SERVICES BY PRIVATE OPERATORS OF
CORRECTIONAL FACILITIES
 
  The private corrections industry has experienced dramatic growth over the
last several years and is expected to continue to grow for the foreseeable
future. At present, private operators of correctional facilities generally do
not operate their own inmate telecommunications systems. Although the growth
of this industry presents opportunities to the Company, the utilization by
private operators of correctional facilities of their own inmate
telecommunications system could have a material adverse effect on the Company.
See "--Concentration of Accounts" and "Business--Industry Overview."
 
SERVICE INTERRUPTIONS; EQUIPMENT FAILURES
 
  The Company's operations require that its equipment and the equipment of its
service providers be operational 24 hours per day, 365 days per year. As is
the case with other telecommunications companies, the Company's operations may
experience temporary service interruptions or equipment failures, which may
result from causes beyond the Company's control. Any such prolonged event
could have a material adverse effect on the Company.
 
RELIANCE ON KEY PERSONNEL
 
  The Company is dependent on the efforts of certain of its officers and other
senior management personnel. The Company is implementing strategies that
involve targeting the corrections industry with specialized products and
services; reducing operating costs and bad-debt expense; expanding through
internal growth; pursuing consolidating acquisitions; and capitalizing on
economies of scale. The officers and senior management of the Company have
experience in implementing various aspects of these strategies. The Company
believes that it would be difficult to replace the expertise and experience of
such persons in the event that the services of one or more such persons were
to become unavailable. Accordingly, the loss of the services of one or more of
these individuals could have a material adverse effect on the Company and its
ability to implement such strategies and to achieve its goals. In addition,
the failure of the Company to attract and retain additional management to
support its business strategy could also have a material adverse effect on the
Company. See "Management."
 
FRAUDULENT CONVEYANCE RISKS
 
  The Company's obligations under the Senior Notes will be guaranteed, jointly
and severally, on a senior unsecured basis by each of the Subsidiary
Guarantors. Various fraudulent conveyance laws have been enacted for the
protection of creditors and may be applied by a court on behalf of any unpaid
creditor or a representative of the Company's creditors in a lawsuit to
subordinate or avoid the Senior Notes or any Subsidiary Guarantee in favor of
other current or future creditors of the Company or a Subsidiary Guarantor.
Based upon financial and other information currently available to it,
management believes that the Senior Notes and the Subsidiary Guarantees are
being incurred for proper purposes and in good faith, and that the Company and
each of the Subsidiary Guarantors (i) is solvent and will continue to be
solvent after issuing the Senior Notes or its Subsidiary Guarantee, as the
case may be; (ii) will have sufficient capital for carrying on its business
after such issuance; and (iii) will be able to pay its debts as they mature.
Notwithstanding management's belief, if a court
 
                                      21
<PAGE>
 
were to find that (i) the indebtedness represented by the Senior Notes or a
Subsidiary Guarantee was incurred with intent to hinder, delay, or defraud any
present or future creditor of the Company or the Subsidiary Guarantor, as the
case may be, or contemplated insolvency with a design to prefer one or more
creditors to the exclusion in whole or in part of other creditors; or (ii) the
Company or a Subsidiary Guarantor did not receive fair consideration or
reasonably equivalent value for issuing the Senior Notes or a Subsidiary
Guarantee, as the case may be, and the Company or a Subsidiary Guarantor (a)
was insolvent, (b) was rendered insolvent by reason of the issuance of the
Senior Notes or a Subsidiary Guarantee, (c) was engaged or about to engage in
business or a transaction for which the remaining assets of the Company or
such Subsidiary Guarantor constitute unreasonably small capital to carry on
its business, (d) intended to incur, or believed that it would incur, debts
beyond its ability to pay such debts as they mature, or (e) was a defendant in
an action for money damages or had a judgment for money damages docketed
against it (if in either case, after final judgment, the judgment is
unsatisfied), then in each such case, a court could avoid or subordinate the
Senior Notes or the Subsidiary Guarantee in favor of other creditors of the
Company or a Subsidiary Guarantor, as the case may be. Among other things, a
legal challenge of the Senior Notes or a Subsidiary Guarantee on fraudulent
conveyance grounds may focus on the benefits, if any, realized by the Company
or the Subsidiary Guarantor as a result of the issuance by the Company of the
Senior Notes and the execution by a Subsidiary Guarantor of a Subsidiary
Guaranty.
 
  To the extent that any Subsidiary Guarantee were avoided as a fraudulent
conveyance or held unenforceable for any other reason, holders of the Senior
Notes would cease to have any claim in respect of such Subsidiary Guarantor
and would be creditors solely of the Company and any Subsidiary Guarantor
whose Subsidiary Guarantee was not avoided or held unenforceable. In such
event, the claims of the holders of the Senior Notes against the issuer of an
invalid Subsidiary Guarantee would be subject to the prior payment of all
liabilities of such Subsidiary Guarantor. There can be no assurance that,
after providing for all prior claims, there would be sufficient assets to
satisfy the claims of the holders of the Senior Notes relating to any voided
Subsidiary Guarantee. See "Capitalization"; "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources"; and "Description of Senior Notes--Subsidiary Guarantees."
 
REPURCHASE OF SENIOR NOTES UPON CHANGE OF CONTROL
 
  Upon a Change of Control, the Company will be required to make an offer to
repurchase all or any part of the Senior Notes at a price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, thereon to
the date of repurchase. Certain events involving a Change of Control may
result in an event of default under the Senior Credit Facility and may result
in an event of default under other indebtedness of the Company that may be
incurred in the future. An event of default under the Senior Credit Facility
or other indebtedness could result in an acceleration of such indebtedness, in
which case the Senior Notes would be effectively subordinated to such other
secured indebtedness to the extent of any liens securing such other
indebtedness. See "Description of Senior Notes--Change of Control Offer" and
"Description of Other Indebtedness--Senior Credit Facility." There can be no
assurance that the Company would have sufficient resources to repurchase the
Senior Notes and pay its obligations under the Senior Credit Facility or other
indebtedness upon the occurrence of a Change of Control. These may be deemed
to have anti-takeover effects and may delay, defer, or prevent a merger,
tender offer, or other takeover attempt. The failure to redeem the Senior
Notes upon the occurrence of a Change of Control as required by the Indenture
would constitute a Default under the Indenture. A "Change of Control" is
defined by the Indenture to include certain dispositions of all or
substantially all the assets of the Company; adoption of a plan of dissolution
or liquidation by the Company; consummation of certain transactions that
result in certain third parties acquiring beneficial ownership of more than
50% of the Voting Stock (as defined) of the Company; or a change in the
membership of the Board of Directors of the Company resulting in a majority of
the directors of the Company not being Continuing Directors (as defined). For
a detailed description of "Change of Control" see "Description of Senior
Notes--Certain Definitions."
 
  Under New York law, which governs the Indenture, it is not clear which
transactions will constitute a disposition of "all or substantially all" of
the assets of the Company. The Company is not aware of any controlling legal
precedent interpreting this phrase. In other contexts, the courts of the State
of New York have
 
                                      22
<PAGE>
 
indicated that for a transaction to involve a transfer of "all or
substantially all the assets" of a New York business corporation, the sale
must be one that is not "in the normal operation of [the corporation's]
business" and that a disposition of "all or substantially all the assets" of a
corporation will result when a corporation disposes of its business so as to
virtually end its historic business or to "practically dissolve." It is not
clear whether a court would apply these same standards in the context of the
Indenture provisions involving a disposition of "all or substantially all the
assets" of the Company. Accordingly, under the law governing the Indenture
there is some uncertainty with respect to whether certain substantial asset
transfers would constitute a "Change of Control."
 
                                      23
<PAGE>
 
                              THE EXCHANGE OFFER
 
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
   
  On June 27, 1997, the Company issued $115,000,000 aggregate principal amount
of Old Notes to CIBC Wood Gundy Securities Corp. (the "Initial Purchaser").
The issuance was not registered under the Securities Act in reliance upon the
exemption under Rule 144 and Regulation S under, and Section 4(2) of, the
Securities Act. In connection with the issuance and sale of the Old Notes, the
Registrants entered into the Registration Rights Agreement, which requires the
Registrants to cause the Old Notes to be registered under the Securities Act
or to file with the Commission a registration statement under the Securities
Act with respect to an issue of new notes of the Company identical in all
material respects to the Old Notes, to use its best efforts to cause such
registration statement to become effective under the Securities Act and, upon
the effectiveness of that registration statement, to offer to the holders of
the Old Notes the opportunity to exchange their Old Notes for a like principal
amount of New Notes, which will be issued without a restrictive legend and may
be reoffered and resold by the holder without restrictions or limitations
under the Securities Act. A copy of the Registration Rights Agreement has been
filed as an exhibit to the Registration Statement of which this Prospectus is
a part. The Exchange Offer is being made pursuant to the Registration Rights
Agreement to satisfy the Registrants' obligations under the Registration
Rights Agreement.     
 
  Based on no-action letters issued by the staff of the Commission to third
parties, the Registrants believe that the New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for resale, resold,
and otherwise transferred by any holder of such New Notes (other than any such
holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holder's business, such
holder has no arrangement or understanding with any person to participate in
the distribution of such New Notes, and neither the holder nor any other
person is engaging in or intends to engage in a distribution of the New Notes.
Any holder who tenders in the Exchange Offer for the purpose of participating
in a distribution of the New Notes cannot rely on such interpretation by the
staff of the Commission and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. Each broker-dealer that receives New Notes for its own account in
exchange for Old Notes, where such Old Notes were acquired by such broker-
dealer as a result of market-making activities or other trading activities,
must acknowledge that it will deliver a prospectus in connection with any
resale of such New Notes. See "Plan of Distribution."
 
TERMS OF THE EXCHANGE OFFER
 
  Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal (which together constitute the
Exchange Offer), the Company will accept any and all Old Notes validly
tendered and not withdrawn prior to 5:00 p.m., New York City time, on the
Expiration Date (as defined). The Company will issue a principal amount of New
Notes in exchange for an equal principal amount of outstanding Old Notes
tendered and accepted in the Exchange Offer. Holders may tender some or all of
their Old Notes pursuant to the Exchange Offer. The date of acceptance for
exchange of the Old Notes for the New Notes (the "Exchange Date") will be the
first business day following the Expiration Date.
 
  The terms of the New Notes and the Old Notes are identical in all material
respects, except for certain transfer restrictions, registration rights, and
interest payments relating to the Old Notes, which will not apply to the New
Notes. See "Description of Senior Notes." The New Notes will evidence the same
debt as the Old Notes. The New Notes will be issued under and entitled to the
benefits of the Indenture pursuant to which the Old Notes were issued.
 
  As of the date of this Prospectus, $115,000,000 aggregate principal amount
of the Old Notes is outstanding. This Prospectus, together with the Letter of
Transmittal, is being sent to all registered holders of Old Notes.
 
 
                                      24
<PAGE>
 
  Holders of Old Notes do not have any appraisal or dissenters' rights under
state law or the Indenture in connection with the Exchange Offer. The Company
intends to conduct the Exchange Offer in accordance with the provisions of the
Registration Rights Agreement and the applicable requirements of the Exchange
Act, and the rules and regulations of the Commission under the Exchange Act.
Based on interpretations of the staff of the Commission, "affiliates" of the
Company (as such term is defined in Rule 405 under the Securities Act) are
prohibited from tendering Old Notes in the Exchange Offer. Old Notes that are
not tendered and were not prohibited from being tendered for exchange in the
Exchange Offer will remain outstanding and continue to accrue interest and to
be subject to transfer restrictions, but will not be entitled to any rights or
benefits under the Registration Rights Agreement.
 
  Upon satisfaction or waiver of all the conditions to the Exchange Offer, on
the Exchange Date the Company will accept all Old Notes properly tendered and
not withdrawn and will issue New Notes in exchange therefor. For purposes of
the Exchange Offer, the Company will be deemed to have accepted properly
tendered Old Notes for exchange when, as, and if the Company had given oral or
written notice thereof to the Exchange Agent. The Exchange Agent will act as
agent for the tendering holders for the purposes of receiving the New Notes
from the Company.
 
  In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of such Old Notes, a properly completed and duly
executed Letter of Transmittal, and all other required documents; provided,
however, that the Company reserves the absolute right to waive any defects or
irregularities in the tender or conditions of the Exchange Offer. If any
tendered Old Notes are not accepted for any reason set forth in the terms and
conditions of the Exchange Offer or if Old Notes are submitted for a greater
principal amount than the holder desires to exchange, such unaccepted or
nonexchanged Old Notes or substitute Old Notes evidencing the unaccepted
portion, as appropriate, will be returned without expense to the tendering
holder as promptly as practicable after the expiration or termination of the
Exchange Offer.
 
  Holders who tender Old Notes in the Exchange Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the
Letter of Transmittal, transfer taxes with respect to the exchange of Old
Notes pursuant to the Exchange Offer. The Company will pay all charges and
expenses, other than certain applicable taxes described below, in connection
with the Exchange Offer. See "Fees and Expenses."
 
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
   
  The term "Expiration Date," means 5:00 p.m., New York City time, on      ,
1997, unless the Company, in its sole discretion, extends the Exchange Offer,
in which case the term "Expiration Date" will mean the latest date and time to
which the Exchange Offer is extended.     
 
  In order to extend the Expiration Date, the Company will notify the Exchange
Agent of any extension by oral or written notice and will mail to the
registered holders an announcement of the extension, prior to 9:00 a.m., New
York City time, on the next business day after the then Expiration Date.
 
  The Company reserves the right, in its sole discretion, (i) to delay
accepting any Old Notes, to extend the Exchange Offer, or to terminate the
Exchange Offer if any of the conditions set forth below under "Conditions" has
not been satisfied, by giving oral or written notice of such delay, extension,
or termination to the Exchange Agent or (ii) to amend the terms of the
Exchange Offer. Any such delay in acceptance or extension, termination, or
amendment will be followed as promptly as practicable by oral or written
notice. If the Exchange Offer is amended in a manner determined by the Company
to constitute a material change, the Company will promptly disclose such
amendment in a manner reasonably calculated to inform the holders of Old Notes
of such amendment.
 
  Without limiting the manner in which the Company may choose to make a public
announcement of any delay, extension, amendment, or termination of the
Exchange Offer, the Company will have no obligation to
 
                                      25
<PAGE>
 
publish, advertise, or otherwise communicate any such public announcement,
other than by making a timely release to an appropriate news agency.
 
INTEREST ON THE NEW NOTES
 
  New Notes will bear interest at the rate of 11% per annum, payable semi-
annually, in cash, on January 1 and June 1 of each year, commencing January 1,
1998.
 
CONDITIONS
 
  Notwithstanding any other term of the Exchange Offer, the Company will not
be required to exchange any New Notes for any Old Notes, and may terminate or
amend the Exchange Offer before the acceptance of any Old Notes for exchange,
if the Exchange Offer is not permissible under applicable law or Commission
policy.
 
PROCEDURES FOR TENDERING
 
  The tender of Old Notes by a holder as set forth below and the acceptance
thereof by the Company will constitute an agreement between such holder and
the Company in accordance with the terms and subject to the conditions set
forth in this Prospectus and in the Letter of Transmittal.
 
  Only a holder of Old Notes that is not an "affiliate" of the Company as
defined in Rule 405 under the Securities Act may tender such Old Notes in the
Exchange Offer. To tender in the Exchange Offer, a holder must (i) complete,
sign, and date the Letter of Transmittal or a facsimile, have the signatures
on the Letter of Transmittal guaranteed if required by the Letter of
Transmittal, and mail or otherwise deliver such Letter of Transmittal or such
facsimile, together with the Old Notes (unless such tender is being effected
pursuant to the procedure for book-entry transfer described below) and any
other required documents, to the Exchange Agent prior to 5:00 p.m., New York
City time, on the Expiration Date, or (ii) comply with the guaranteed delivery
procedures described below. Delivery of all documents must be made to the
Exchange Agent at its address set forth in this Prospectus.
 
  THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE.
NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS
MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES, OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
 
  Any beneficial owner of Old Notes the Old Notes of which are registered in
the name of a broker, dealer, commercial bank, trust company, or other nominee
and that wishes to tender should contact the registered holder promptly and
instruct such registered holder to tender on such beneficial owner's behalf.
If such beneficial owner wishes to tender on such owner's own behalf, such
owner must, prior to completing and executing the Letter of Transmittal and
delivering of such owner's Old Notes, either make appropriate arrangements to
register ownership of the Old Notes in such owner's name or obtain a properly
completed bond power from the registered holder. The transfer of registered
ownership may take considerable time.
 
  Signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution (as defined) unless the
Old Notes tendered pursuant thereto are tendered (i) by a registered holder
that has not completed the box entitled "Special Payment Instructions" or
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution. In the event that signatures on a Letter
of Transmittal or a notice of withdrawal, as the case may be, are required to
be guaranteed, such guarantee must be by a member firm of a registered
national securities exchange or of the National
 
                                      26
<PAGE>
 
Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States, or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange
Act (an "Eligible Institution").
 
  If the Letter of Transmittal is signed by a person other than the registered
holder of any Old Notes listed in the Letter of Transmittal, such Old Notes
must be endorsed or accompanied by a properly completed bond power, signed by
such registered holder as such registered holder's name appears on such Old
Notes, with the signature guaranteed by an Eligible Institution. If the Letter
of Transmittal or any Old Notes or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations, or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with the Letter of Transmittal.
 
  Any financial institution that is a participant in the book-entry transfer
facility for the Old Notes, The Depository Trust Company ("DTC"), may make
book-entry delivery of Old Notes by causing DTC to transfer such Old Notes
into the Exchange Agent's account with respect to the Old Notes in accordance
with DTC's procedures for such transfer. Although delivery of Old Notes may be
effected through book-entry transfer into the Exchange Agent's account at DTC,
an appropriate Letter of Transmittal with any required signature guarantee and
all other required documents must, in each case, be, or be deemed to be,
transmitted to and received and confirmed by the Exchange Agent at its address
set forth below on or prior to the Expiration Date, or, if the guaranteed
delivery procedures described below are complied with, within the time period
provided under such procedures.
 
  All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes, and withdrawal of tendered Old
Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute
right to reject any and all Old Notes not properly tendered or any Old Notes
the Company's acceptance of which would, in the opinion of counsel for the
Company, be unlawful. The Company also reserves the right to waive any
defects, irregularities, or conditions of tender as to particular Old Notes.
The Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company determines. Although the Company intends to notify holders of defects
or irregularities with respect to tenders of Old Notes, neither the Company,
the Exchange Agent, nor any other person will incur any liability for failure
to give such notification. Tenders of Old Notes will not be deemed to have
been made until such defects or irregularities have been cured or waived. Any
Old Notes received by the Exchange Agent that are not properly tendered and as
to which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in the Letter of Transmittal, as soon as practicable following the
Expiration Date.
 
  In addition, the Company reserves the right in its sole discretion to
purchase or make offers for any Old Notes that remain outstanding subsequent
to the Expiration Date or, as set forth below under "Conditions," to terminate
the Exchange Offer and, to the extent permitted by applicable law, purchase
Old Notes in the open market, in privately negotiated transactions, or
otherwise. The terms of any such purchases or offers could differ from the
terms of the Exchange Offer.
 
  By tendering, each holder will also represent to the Company that (i) the
New Notes acquired pursuant to the Exchange Offer are being obtained in the
ordinary course of business of the person receiving such New Notes, whether or
not such person is the holder; (ii) neither the holder nor any such person has
an arrangement or understanding with any person to participate in the
distribution of such New Notes; and (iii) neither the holder nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company.
 
                                      27
<PAGE>
 
GUARANTEED DELIVERY PROCEDURES
 
  Holders that wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, (ii) that cannot deliver their Old Notes, the Letter of
Transmittal, or any other required documents to the Exchange Agent prior to
the Expiration Date, or (iii) that cannot complete the procedures for book-
entry transfer of Old Notes to the Exchange Agent's account with DTC prior to
the Expiration Date, may effect a tender if:
 
    (a) The tender is made through an Eligible Institution;
 
    (b) On or prior to the Expiration Date, the Exchange Agent receives from
  such Eligible Institution a properly completed and duly executed Notice of
  Guaranteed Delivery (by facsimile transmission, mail, or hand delivery)
  setting forth the name and address of the holder, the certificate number(s)
  of such Old Notes (if possible), and the principal amount of Old Notes
  tendered, stating that the tender is being made thereby and guaranteeing
  that, within five business trading days after the Expiration Date, (i) the
  Letter of Transmittal (or facsimile) together with the certificate(s)
  representing the Old Notes and any other documents required by the Letter
  of Transmittal will be deposited by the Eligible Institution with the
  Exchange Agent, or (ii) that book-entry transfer of such Old Notes into the
  Exchange Agent's account at DTC will be effected and confirmation of such
  book-entry transfer will be delivered to the Exchange Agent; and
 
    (c) Such properly completed and executed Letter of Transmittal (or
  facsimile), as well as the certificate(s) representing all tendered Old
  Notes in proper form for transfer and all other documents required by the
  Letter of Transmittal, or confirmation of book-entry transfer of the Old
  Notes into the Exchange Agent's account at DTC, are received by the
  Exchange Agent within five business trading days after the Expiration Date.
 
  Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their Old Notes according to the guaranteed
delivery procedures set forth above.
 
TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL
 
  The Letter of Transmittal contains, among other things, the following terms
and conditions, which are part of the Exchange Offer:
 
  The holder tendering Old Notes exchanges, assigns, and transfers the Old
Notes to the Company and irrevocably constitutes and appoints the Exchange
Agent as the holder's agent and attorney-in-fact to cause the Old Notes to be
assigned, transferred, and exchanged. The holder represents and warrants to
the Company and the Exchange Agent that (i) it has full power and authority to
tender, exchange, assign, and transfer the Old Notes and to acquire the New
Notes in exchange for the Old Notes; (ii) when the Old Notes are accepted for
exchange, the Company will acquire good and unencumbered title to the Old
Notes, free and clear of all liens, restrictions, charges, and encumbrances
and not subject to any adverse claim; (iii) it will, upon request, execute and
deliver any additional documents deemed by the Company to be necessary or
desirable to complete the exchange, assignment, and transfer of tendered Old
Notes; and (iv) acceptance of any tendered Old Notes by the Company and the
issuance of New Notes in exchange therefor will constitute performance in full
by the Company of its obligations under the Registration Rights Agreement, and
the Company will have no further obligations or liabilities thereunder to such
holders. All authority conferred by the holder will survive the death or
incapacity of the holder and every obligation of the holder will be binding
upon the heirs, legal representatives, successors, assigns, executors, and
administrators of the holder.
 
  Each holder will also certify that it (i) is not an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act; (ii) is
acquiring the New Notes in the ordinary course of its business; and (iii) has
no arrangement with any person or intent to participate in, and is not
participating in, a distribution of the New Notes.
 
 
                                      28
<PAGE>
 
WITHDRAWAL OF TENDERS
 
  Except as otherwise provided in this Prospectus, tenders of Old Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the
Expiration Date.
 
  To withdraw a tender of Old Notes in the Exchange Offer, a telegram, telex,
facsimile transmission, or letter indicating notice of withdrawal must be
received by the Exchange Agent at its address set forth in this Prospectus
prior to 5:00 p.m., New York City time, on the Expiration Date. Any such
notice of withdrawal must (i) specify the name of the person having tendered
the Old Notes to be withdrawn (the "Depositor"); (ii) identify the Old Notes
to be withdrawn (including the certificate number or numbers and principal
amount of such Old Notes); (iii) be signed by the holder in the same manner as
the original signature on the Letter of Transmittal by which such Old Notes
were tendered (including any required signature guarantees) or be accompanied
by documents of transfer sufficient to have the Trustee with respect to the
Old Notes register the transfer of such Old Notes into the name of the person
withdrawing the tender; and (iv) specify the name in which any such Old Notes
are to be registered, if different from that of the Depositor. If Old Notes
have been tendered pursuant to the procedure for book-entry transfer, any
notice of withdrawal must specify the name and number of the account at DTC to
be credited with the withdrawn Old Notes or otherwise comply with DTC's
procedures. All questions as to the validity, form, and eligibility (including
time of receipt) of such notices will be determined by the Company, the
determination of which will be final and binding on all parties. Any Old Notes
so withdrawn will be deemed not to have been validly tendered for purposes of
the Exchange Offer and no New Notes will be issued with respect thereto unless
the Old Notes so withdrawn are validly retendered. Any Old Notes that have
been tendered, but not accepted for payment, will be returned to the holder
without cost to such holder as soon as practicable after withdrawal, rejection
of tender, or termination of the Exchange Offer. Properly withdrawn Old Notes
may be retendered by following one of the procedures described above under
"Procedures for Tendering" at any time prior to the Expiration Date.
 
UNTENDERED OLD NOTES
 
  Holders of Old Notes the Old Notes of which are not tendered or are tendered
but not accepted in the Exchange Offer will continue to hold such Old Notes
and will be entitled to all the rights and preferences and subject to the
limitations applicable to the Old Notes under the Indenture. Following
consummation of the Exchange Offer, the holders of Old Notes will continue to
be subject to the existing restrictions upon transfer, and the Company will
have no further obligations to such holders, other than the Initial Purchaser,
to provide for the registration under the Securities Act of the Old Notes held
by them. To the extent that Old Notes are tendered and accepted in the
Exchange Offer, the trading market for untendered and tendered but unaccepted
Old Notes could be adversely affected.
 
EXCHANGE AGENT
 
  U.S. Trust Company of Texas, N.A., the Trustee under the Indenture, has been
appointed as Exchange Agent of the Exchange Offer. Questions and requests for
assistance, requests for additional copies of this Prospectus or of the Letter
of Transmittal and requests for Notices of Guaranteed Delivery should be
directed to the Exchange Agent addressed as follows:
 
  By Registered or Certified Mail,                    By Facsimile:
   by hand or by Overnight Courier          U.S. Trust Company of Texas, N.A.
  U.S. Trust Company of Texas, N.A.            Attention: Corporate Trust
    2001 Ross Avenue, Suite 2700                       Department
         Dallas, Texas 75201                         (214) 754-1303
     Attention: Corporate Trust                   Confirm by Telephone:
             Department                              (214) 754-1200
 
  DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A
VALID DELIVERY.
 
                                      29
<PAGE>
 
FEES AND EXPENSES
 
  The expenses of soliciting tenders will be paid by the Company. The
principal solicitation is being made by mail; however, additional solicitation
may be made by telegraph, telephone, or in person by officers, regular
employees, or agents of the Company and its affiliates.
 
  The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers, dealers, or others
soliciting acceptances of the Exchange Offer. The Company, however, will pay
the Exchange Agent reasonable and customary fees for its services and will
reimburse it for its reasonable out-of-pocket expenses and will pay the
reasonable fees and expenses of holders in delivering their Old Notes to the
Exchange Agent.
 
  The cash expenses of the Company to be incurred in connection with the
Company's performance and completion of the Exchange Offer will be paid by the
Company. Such expenses include fees and expenses of the Exchange Agent and
Trustee, accounting and legal fees, and printing costs, among others.
 
  The Company will pay all transfer taxes, if any, applicable to the exchange
of Old Notes pursuant to the Exchange Offer. If, however, certificates
representing New Notes or Old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be issued in the name
of, any person other than the registered holder of the Old Notes tendered, or
if tendered Old Notes are registered in the name of any person other than the
person signing the Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Old Notes pursuant to the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
 
CONSEQUENCES OF FAILURE TO EXCHANGE
 
  Upon consummation of the Exchange Offer, holders of Old Notes that were not
prohibited from participating in the Exchange Offer and did not tender their
Old Notes will not have any registration rights under the Registration Rights
Agreement with respect to such nontendered Old Notes and, accordingly, such
Old Notes will continue to be subject to the restrictions on transfer
contained in the legend on the Old Notes. Based on interpretations of the
staff of the Commission, "affiliates" of the Company (as such term is defined
in Rule 405 under the Securities Act) are prohibited from tendering Old Notes
in the Exchange Offer. In general, the Old Notes may not be offered or sold
unless registered under the Securities Act and applicable state securities
laws, except pursuant to an exemption from, or in a transaction not subject
to, the Securities Act and applicable state securities laws. The Company does
not intend to register the Old Notes under the Securities Act. Based on
interpretations by the staff of the Commission with respect to similar
transactions, the Company believes that the New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for resale, resold,
and otherwise transferred by any holder of such New Notes (other than any such
holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Notes are acquired in the ordinary course of such holder's business, such
holder has no arrangement or understanding with any person to participate in
the distribution of such New Notes, and neither the holder nor any other
person is engaging in or intends to engage in a distribution of the New Notes.
If any holder has any arrangement or understanding with respect to the
distribution of the New Notes to be acquired pursuant to the Exchange Offer,
the holder (i) may not rely on the applicable interpretations of the staff of
the Commission and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. Each broker-dealer that receives New Notes for its own account in
exchange for Old Notes must acknowledge that it will deliver a prospectus in
connection with any resale of its New Notes. See "Plan of Distribution." The
New Notes may not be offered or sold unless they have been registered or
qualified for sale under applicable state securities laws or an exemption from
registration or qualification is available and is complied with. The Company
is required, under the Registration Rights Agreement, to register the New
Notes in any such jurisdiction requested by the holders, subject to certain
limitations.
 
 
                                      30
<PAGE>
 
OTHER
 
  Participation in the Exchange Offer is voluntary and holders should
carefully consider whether to accept. Holders of the Old Notes are urged to
consult their financial and tax advisors in making their own decisions on
whether to participate in the Exchange Offer.
 
  Upon consummation of the Exchange Offer, holders of the Old Notes that were
not prohibited from participating in the Exchange Offer and did not tender
their Old Notes will not have any registration rights under the Registration
Rights Agreement with respect to such nontendered Old Notes and, accordingly,
such Old Notes will continue to be subject to the restrictions on transfer
contained in the legend on the Old Notes. However, in the event the Company
fails to consummate the Exchange Offer or a holder of Old Notes notifies the
Company in accordance with the Registration Rights Agreement that it will be
unable to participate in the Exchange Offer due to circumstances delineated in
the Registration Rights Agreement, then the holder of the Old Notes will have
certain rights to have such Old Notes registered under the Securities Act
pursuant to the Registration Rights Agreement and subject to conditions
contained in the Registration Rights Agreement.
 
  The Company has not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer, and
to the best of the Company's information and belief, each person participating
in the Exchange Offer is acquiring the New Notes in its ordinary course of
business and has no arrangement or understanding with any person to
participate in the distribution of the New Notes to be received in the
Exchange Offer. In this regard, the Company will make each person
participating in the Exchange Offer aware (through this Prospectus or
otherwise) that if the Exchange Offer is being registered for the purpose of
secondary resale, any holder using the Exchange Offer to participate in a
distribution of New Notes to be acquired in the registered Exchange Offer (i)
may not rely on the staff position enunciated in Morgan Stanley and Co. Inc.
(avail. June 5, 1991) and Exxon Capital Holding Corp. (avail. May 13, 1988) or
similar letters and (ii) must comply with registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction.
 
ACCOUNTING TREATMENT
 
  The New Notes will be recorded at the same carrying value as the Old Notes
as reflected in the Company's accounting records on the Exchange Date.
Accordingly, no gain or loss for accounting purposes will be recognized by the
Company. The expenses of the Exchange Offer will be expensed over the term of
the New Notes.
 
                                USE OF PROCEEDS
 
  There will be no proceeds to the Company from the Exchange Offer.
 
                                      31
<PAGE>
 
                                CAPITALIZATION
   
  The following table sets forth the consolidated capitalization of the
Company as of September 30, 1997 on an actual basis and on a pro forma basis,
after giving effect to the Invision Acquisition. This table should be read in
conjunction with the other financial information appearing elsewhere in this
Prospectus.     
 
<TABLE>   
<CAPTION>
                                                 AS OF SEPTEMBER 30, 1997
                                                 ------------------------------
                                                   ACTUAL          PRO FORMA
                                                 ------------     -------------
                                                  (DOLLARS IN THOUSANDS)
<S>                                              <C>              <C>
Cash and cash equivalents....................... $     16,588     $        --
Long-term debt, including current maturities:
  Senior Credit Facility:
    Revolving loan(1)...........................          --            24,212
  Notes offered in the Offering(1)..............      115,000          115,000
  Other.........................................          598              598
                                                 ------------     ------------
      Total Long-term debt......................      115,598          139,810
Stockholders' equity:
  Preferred Stock(2)............................            *                *
  Common Stock..................................            *                *
  Additional paid-in capital....................       22,156           22,156
  Accumulated deficit...........................      (24,341)(3)      (24,341)
                                                 ------------     ------------
      Total stockholders' equity................       (2,185)          (2,185)
                                                 ------------     ------------
Total capitalization............................ $    113,413     $    137,625
                                                 ============     ============
</TABLE>    
- --------
   
(1) After completion of the Offering, the Company entered into an amendment
    and restatement of its Existing Credit Facility (as defined), which
    terminated the term loan portion and established a new $35 million
    revolving loan facility. The Company is also in discussions with its
    Lenders to obtain a senior secured facility to be used for permitted
    acquisitions and for working capital purposes. The Company anticipates
    that this new senior secured credit facility will consist of a $55.0
    million acquisition facility and a $25.0 million working capital revolving
    credit facility. See "Description of Other Indebtedness--Senior Credit
    Facility." In addition to certain other permitted incurrences of
    indebtedness, the Indenture permits the Company to incur up to $80.0
    million of indebtedness under its Senior Credit Facility.     
   
(2) The Preferred Stock represents 5,925 shares outstanding with a par value
    of $.01 per share, and a liquidation value per share of $1,000 plus
    accumulated but unpaid dividends. The cumulative liquidation value of the
    outstanding shares of Preferred Stock is $5.9 million plus accumulated but
    unpaid dividends, which as of September 30, 1997 were approximately
    $355,500. See "Description of Capital Stock--Preferred Stock."     

(3) Because certain of the Company's stockholders held ownership interests in
    one of the Company's predecessors, their continuing ownership interest in
    the Company has been accounted for at their prior historical basis, which
    has resulted in a reduction in stockholders' equity of approximately $14.9
    million and a corresponding reduction in the fair values assigned to
    tangible and identifiable assets, in accordance with the provisions of
    Emerging Issue Task Force discussion No. 88-16, "Basis in Leveraged Buyout
    Transactions."

 *  Rounds to 0.
 
                                      32
<PAGE>
 
                           PRO FORMA FINANCIAL DATA
   
  The following unaudited pro forma statements of operations data for the year
ended December 31, 1996 and the nine months ended September 30, 1997 give
effect to (i) the completed acquisitions of AmeriTel (including the
acquisitions of various inmate facility contracts from other telecommunication
companies), Talton Telecommunications, and Tataka; (ii) the STC Acquisition
(including STC's acquisition of five inmate facility contracts from North
American Intellicom ("NAI")); and (iii) the CCC Acquisition and the Invision
Acquisition, as if each such transaction had been consummated on January 1,
1996. The pro forma balance sheet data as of September 30, 1997 give effect to
the Invision Acquisition, as if the transaction had been consummated on
September 30, 1997.     
 
  The purchase prices for the acquired businesses were determined based upon
arm's length negotiations between the Company and the respective sellers and
have been allocated primarily to inmate facility contracts and goodwill. The
Company has completed preliminary purchase price allocations for STC and
Tataka. These preliminary purchase price allocations may change upon the final
determination of the fair market values of the net assets acquired.
 
  The pro forma financial data do not give effect to any events occurring
after consummation of the acquisitions, other than reduced telecommunications
costs associated with a new long distance contract with LDDS/Worldcom
effective January 1997 and new direct billing agreements with various LECs,
which were negotiated by the Company as a result of the higher combined
telecommunications traffic anticipated from the acquisitions of AmeriTel and
Talton Telecommunications, and which were executed after the closing of these
acquisitions. Although management believes that revenue enhancements,
additional cost reductions, and operating expense synergies will be realized
after the Company has integrated the acquired businesses and has consolidated
administrative functions, including (i) increased revenues resulting from
increases in tariff rates during 1996; (ii) increases in call blocking limits
at Invision that were substantially lowered by Invision in late 1996; and
(iii) reductions in bad-debt expense resulting from the full implementation of
Talton Telecommunications' billing and bad-debt management system, these and
other possible synergies in overhead expenses have not been reflected in the
pro forma financial data. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Revenue and Cost Synergies" for
the effects of these synergies on the financial performance of the Company.
 
  The pro forma adjustments, which are described in the accompanying notes,
are based on currently available information and certain assumptions that
management believes are reasonable. Such pro forma financial data and the
notes thereto should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and the notes thereto included elsewhere in this Prospectus.
 
  THE PRESENTATION OF PRO FORMA FINANCIAL DATA IS FOR ILLUSTRATIVE PURPOSES
ONLY, IS NOT NECESSARILY INDICATIVE OF THE RESULTS THAT WOULD HAVE BEEN
REPORTED HAD SUCH EVENTS ACTUALLY OCCURRED ON THE DATES SPECIFIED, AND SHOULD
NOT BE VIEWED AS A PROJECTION OR FORECAST OF THE COMPANY'S PERFORMANCE FOR ANY
FUTURE PERIOD. INCLUSION OF PRO FORMA FINANCIAL DATA SHOULD NOT BE REGARDED AS
A REPRESENTATION BY THE COMPANY, AND THERE CAN BE NO ASSURANCE THAT THE
RESULTS REFLECTED IN THE PRO FORMA FINANCIAL DATA WILL BE REALIZED. THE
COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE PRO FORMA FINANCIAL
DATA TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF FUTURE EVENTS, EVEN IF THE ASSUMPTIONS OR ESTIMATES UNDERLYING
THE PRO FORMA FINANCIAL DATA ARE SHOWN TO BE IN ERROR. PROSPECTIVE INVESTORS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE PRO FORMA FINANCIAL DATA.
 
                                      33
<PAGE>
 
                       PRO FORMA STATEMENTS OF OPERATIONS
 
                          YEAR ENDED DECEMBER 31, 1996
                             (DOLLARS IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                       COMBINED
                        COMPANY      OTHER 1996    OTHER 1997
                          AND         ACQUIRED      ACQUIRED                                TOTAL     PRO FORMA
                    PREDECESSORS(a) BUSINESSES(b) BUSINESSES(c)   STC     CCC   INVISION  HISTORICAL ADJUSTMENTS    PRO FORMA
                    --------------- ------------- ------------- -------  ------ --------  ---------- -----------    ---------
<S>                 <C>             <C>           <C>           <C>      <C>    <C>       <C>        <C>            <C>
Operating
 revenues.........      $59,169        $2,623        $3,838     $15,282  $9,564 $48,893    $139,369   $    --       $139,369
Operating
 expenses:
 Telecommunication
  costs...........       25,616         1,214         1,982       8,265   2,922  27,243      67,242     (7,173)(d)    60,069
 Facility
  commissions.....       15,417           737         1,097       3,246   3,668  12,558      36,723                   36,723
 Field operations
  and
  maintenance.....        2,035            86           115       1,056     289   1,870       5,451                    5,451
 Selling, general,
  and
  administrative..        4,293           184           269       1,374   1,972   4,505      12,597       (512)(e)    12,085
 Depreciation.....        1,649           --            --          868     209   1,336       4,062     (1,402)(f)     2,660
 Amortization of
  intangibles.....        2,487           --            --          --      124   3,499       6,110     14,751 (g)    20,861
 Non-recurring
  expenses........          684           --            --          --      --      --          684       (434)(h)       250
                        -------        ------        ------     -------  ------ -------    --------   --------      --------
 Total operating
  expenses........       52,181         2,221         3,463      14,809   9,184  51,011     132,869      5,230       138,099
                        -------        ------        ------     -------  ------ -------    --------   --------      --------
Operating income
 (loss)...........        6,988           402           375         473     380  (2,118)      6,500     (5,230)        1,270
Other (income)
 expense:
 Interest expense,
  net.............        2,081           --            --          447      40   3,416       5.984      9,011 (i)    14,995
 Other, net.......            7           --            --          (66)    117    (155)        (97)       (19)(j)      (116)
                        -------        ------        ------     -------  ------ -------    --------   --------      --------
 Total other
  (income)
  expense.........        2,088           --            --          381     157   3,261       5,887      8,992        14,879
                        -------        ------        ------     -------  ------ -------    --------   --------      --------
Income (loss)
 before income
 taxes............        4,900           402           375          92     223  (5,379)        613    (14,222)      (13,609)
Income tax expense
 (benefit)........        1,894           156           128          22     --     (285)      1,915     (1,915)(k)       --
                        -------        ------        ------     -------  ------ -------    --------   --------      --------
Income (loss) from
 continuing
 operations.......      $ 3,006        $  246        $  247     $    70  $  223 $(5,094)   $ (1,302)  $(12,307)     $(13,609)
                        =======        ======        ======     =======  ====== =======    ========   ========      ========
EBITDA(1).........      $11,117        $  402        $  375     $ 1,407  $  596 $ 2,872    $ 16,769   $  8,138      $ 24,907
                        =======        ======        ======     =======  ====== =======    ========   ========      ========
</TABLE>    
 
                                       34
<PAGE>
 
                       PRO FORMA STATEMENTS OF OPERATIONS
                      
                   NINE MONTHS ENDED SEPTEMBER 30, 1997     
                             (DOLLARS IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                            THE                                       TOTAL     PRO FORMA
                          COMPANY  TATAKA   STC     CCC   INVISION  HISTORICAL ADJUSTMENTS   PRO FORMA
                          -------  ------ -------  ------ --------  ---------- -----------   ---------
<S>                       <C>      <C>    <C>      <C>    <C>       <C>        <C>           <C>
Operating revenues......  $53,407   $528  $10,576  $6,339 $31,624    $102,474    $   --      $102,474
Operating expenses:
 Telecommunication
  costs.................   21,571    291    5,528   1,761  19,081      48,232     (2,864)(d)   45,368
 Facility commissions...   14,419     87    2,691   2,580   8,787      28,564                  28,564
 Field operations and
  maintenance...........    2,373     16      805     223   1,745       5,162                   5,162
 Selling, general, and
  administrative........    4,462     37      985   1,198   2,995       9,677       (345)(e)    9,332
 Depreciation...........    1,072    --       514     131   1,123       2,840       (845)(f)    1,995
 Amortization and write-
  offs of intangibles...    7,788    --       --      113   2,595      10,496      5,150 (g)   15,646
                          -------   ----  -------  ------ -------    --------    -------     --------
 Total operating
  expenses..............   51,685    431   10,523   6,006  36,326     104,971      1,096      106,067
                          -------   ----  -------  ------ -------    --------    -------     --------
Operating income
 (loss).................    1,722     97       53     333  (4,702)     (2,497)    (1,096)      (3,593)
Other (income) expense:
 Interest expense, net..    7,320    --       282      22   2,483      10,107      1,139 (i)   11,246
 Other, net.............     (126)   --       (76)     64    (859)       (997)        12 (j)     (985)
                          -------   ----  -------  ------ -------    --------    -------     --------
 Total other (income)
  expense...............    7,194    --       206      86   1,624       9,110      1,151       10,261
                          -------   ----  -------  ------ -------    --------    -------     --------
Income (loss) before
 income taxes...........   (5,472)    97     (153)    247  (6,326)    (11,607)    (2,247)     (13,854)
Income tax expense
 (benefit)..............     (657)    31        6     --       (2)       (622)       622 (k)      --
                          -------   ----  -------  ------ -------    --------    -------     --------
Income (loss) from
 continuing operations..  $(4,815)  $ 66  $  (159) $  247 $(6,324)   $(10,985)   $(2,869)    $(13,854)
                          =======   ====  =======  ====== =======    ========    =======     ========
EBITDA(1)...............  $10,708   $ 97  $   643  $  513 $  (125)   $ 11,836    $ 3,197     $ 15,033
                          =======   ====  =======  ====== =======    ========    =======     ========
</TABLE>    
 
                                       35
<PAGE>
 
                  NOTES TO PRO FORMA STATEMENTS OF OPERATIONS
                            (DOLLARS IN THOUSANDS)
 
(a) Represents the combined historical operating results of the Company for
    the one-month period from December 1, 1996 (date of acquisition) to
    December 31, 1996 and of the Company's predecessors, AmeriTel and Talton
    Telecommunications (the "Predecessors"), for the eleven-month pre-
    acquisition periods ended November 30, 1996.
 
(b) Represents the pre-acquisition combined historical operating results of
    inmate facility contracts and related telecommunications assets acquired
    during 1996 by AmeriTel from Peoples Telephone, Inc., in three separate
    transactions, and from Intellipay Systems, Inc., Value-Added
    Communications, Inc., and Steelweb, Inc. (the "Other 1996 Acquired
    Businesses").
 
(c) Represents the combined historical operating results of inmate facility
    contracts and related telecommunications assets acquired during 1997 by
    the Company from Tataka and inmate facility contracts and related
    telecommunications assets acquired effective January 1, 1997 by STC from
    NAI (the "Other 1997 Acquired Businesses").
 
(d) Telecommunication costs have been reduced to reflect long distance cost
    savings associated with the negotiation of a new long distance contract
    with LDDS/Worldcom and billing and collection cost savings associated with
    the negotiation of new direct billing agreements with GTE, US West,
    Southwestern Bell, Sprint, and other LECs. The Company was able to
    negotiate these new agreements as a result of the higher
    telecommunications traffic of the combined AmeriTel and Talton
    Telecommunications operations.
 
<TABLE>   
<CAPTION>
                                               YEAR ENDED     NINE MONTHS ENDED
                                            DECEMBER 31, 1996 SEPTEMBER 30, 1997
                                            ----------------- ------------------
   <S>                                      <C>               <C>
   Billing and collections savings.........      $(4,146)          $(1,801)
   Long distance savings...................       (3,027)           (1,063)
                                                 -------           -------
     Pro forma adjustment..................      $(7,173)          $(2,864)
                                                 =======           =======
</TABLE>    
   
(e) Selling, general, and administrative costs of the Other 1996 Acquired
    Businesses and Other 1997 Acquired Businesses have been eliminated because
    such costs were absorbed by the Company's existing overhead structure. In
    addition, compensation costs of $59 in 1996 and $308 in 1997 have been
    eliminated from Invision's general and administrative expenses for
    Invision employees who were terminated upon the consummation of the
    Invision Acquisition.     
 
(f) Depreciation expense has been reduced to reflect differences between pro
    forma depreciation expense based on the fair values of acquired telephone
    system equipment over a useful life of 7.5 years and historical
    depreciation expense over useful lives primarily ranging from 5 to 7.5
    years.
 
<TABLE>   
<CAPTION>
                                               YEAR ENDED     NINE MONTHS ENDED
                                            DECEMBER 31, 1996 SEPTEMBER 30, 1997
                                            ----------------- ------------------
   <S>                                      <C>               <C>
   Pro forma depreciation expense..........      $ 2,660           $ 1,995
   Historical depreciation expense.........       (4,062)           (2,840)
                                                 -------           -------
     Pro forma adjustment..................      $(1,402)          $  (845)
                                                 =======           =======
</TABLE>    
 
(g) Amortization expense has been increased to reflect the difference between
    historical amortization expense and amortization of the purchase price
    amounts allocated to the fair values of (i) acquired inmate facility
    contracts over the life of the related contract (generally 3 to 5 years);
    (ii) goodwill (over 20 years); and (iii) other identifiable intangibles,
    such as organization costs and non-competition agreements, over the life
    of the related intangible (generally 2.5 to 5 years).
 
                                      36
<PAGE>
 
           NOTES TO PRO FORMA STATEMENTS OF OPERATIONS--(CONTINUED)
                            (DOLLARS IN THOUSANDS)
<TABLE>   
<CAPTION>
                                               YEAR ENDED     NINE MONTHS ENDED
                                            DECEMBER 31, 1996 SEPTEMBER 30, 1997
                                            ----------------- ------------------
   <S>                                      <C>               <C>
   Pro forma amortization expense:
     Acquired contracts....................      $17,468           $13,104
     Goodwill..............................        3,301             2,476
     Other intangible assets...............           92                66
   Historical amortization expense:
     Acquired contracts....................       (4,355)           (7,827)
     Goodwill..............................       (1,703)           (2,530)
     Other intangible assets...............          (52)             (139)
                                                 -------           -------
       Pro forma adjustment................      $14,751           $ 5,150
                                                 =======           =======
</TABLE>    
 
(h) Non-recurring expenses have been reduced to eliminate special management
    bonuses paid to certain key managers of AmeriTel, which were contingent
    upon the consummation of the Company's acquisition of AmeriTel.
 
(i) Interest expense has been increased to reflect interest expense on the
    Senior Notes and amortization of deferred financing costs related to the
    Senior Notes, and to eliminate historical interest expense and deferred
    financing costs associated with indebtedness repaid with a portion of the
    net proceeds from the Offering.
 
<TABLE>   
<CAPTION>
                                              YEAR ENDED     NINE MONTHS ENDED
                                           DECEMBER 31, 1996 SEPTEMBER 30, 1997
                                           ----------------- ------------------
   <S>                                     <C>               <C>
   Pro forma interest expense on the
    Senior Notes at an interest rate of
    11.0%.................................      $12,650           $  9,487
   Pro forma interest expense on the pro
    forma incremental borrowings required
    to purchase Invision at an effective
    interest rate of 9.5%.................        1,743              1,307
   Pro forma amortization of new deferred
    financing costs.......................          584                438
   Pro forma interest expense on other
    long-term debt........................           18                 14
   Combined historical interest expense,
    including amortization of deferred
    financing costs.......................       (5,984)           (10,107)
                                                -------           --------
     Pro forma adjustment.................      $ 9,011           $  1,139
                                                =======           ========
</TABLE>    
 
(j) Minority interest representing STC's interest in the earnings of its
    subsidiary has been eliminated because this subsidiary is now wholly owned
    by the Company following the STC Acquisition.
 
(k) Income taxes have been adjusted to reflect pro forma income taxes at the
    Company's estimated effective tax rate of 38.5%, after adjustment for
    deferred income tax valuation allowance and the estimated non-deductible
    permanent difference relating to goodwill of approximately $1.5 million
    annually.
   
(l) EBITDA represents income before interest expense, income taxes,
    depreciation, and amortization. Although EBITDA is not a measure of
    performance calculated in accordance with generally accepted accounting
    principles, the Company has included information concerning EBITDA in this
    Prospectus because it is used by certain investors and analysts as a
    measure of a company's ability to service its debt obligations. EBITDA
    should not be used as an alternative to, or be considered more meaningful
    than, operating income, net income, or cash flow as an indicator of the
    Company's operating performance.     
 
 
                                      37
<PAGE>
 
                            PRO FORMA BALANCE SHEET
                            
                         AS OF SEPTEMBER 30, 1997     
                             (DOLLARS IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                          PRO FORMA
                                   THE COMPANY INVISION  ADJUSTMENTS    PRO FORMA
                                   ----------- --------  -----------    ---------
<S>                                <C>         <C>       <C>            <C>
              ASSETS
Current Assets:
  Cash and cash equivalents.......  $ 16,588   $    12    $(40,800)(a)       --
                                                               (12)(b)
                                                            24,212 (c)
  Accounts receivable.............    12,683     5,649      (5,649)(b)    12,683
  Refundable income taxes.........       612       420        (420)(b)       612
  Inventories.....................     1,011       --          --          1,011
  Prepaid expenses................       676       360         --          1,036
  Deferred income tax asset.......       447       --          --            447
                                    --------   -------    --------      --------
    Total current assets..........    32,017     6,441     (22,669)       15,789
Property and equipment............    13,728     9,126      (1,101)(a)    21,754
Intangible and other assets.......    83,436    27,194       5,221 (a)   115,851
                                    --------   -------    --------      --------
    Total assets..................  $129,181   $42,761    $(18,548)     $153,393
                                    ========   =======    ========      ========
  LIABILITIES AND STOCKHOLDERS'
              EQUITY
Current Liabilities:
  Accounts payable................  $  3,173   $ 4,748    $ (4,748)(b)  $  3,173
  Accrued expenses................    12,148     3,415      (3,415)(b)    12,148
  Current portion of long-term
   debt...........................        38       --          --             38
                                    --------   -------    --------      --------
    Current liabilities...........    15,359     8,163      (8,163)       15,359
Long-term debt....................   115,560       --       24,212 (c)   139,772
Debt owed to Related Party........              42,820     (42,820)(b)       --
 
 
Deferred income taxes.............       447       --          --            447
 
Minority interest.................       --        --          --
Stockholders' Equity:
  Preferred stock.................       --        --          --            --
  Common stock....................       --          1          (1)(b)       --
  Additional paid-in capital......    22,156     1,688      (1,688)(b)    22,156
  Retained earnings (deficit).....   (24,341)   (9,911)      9,911 (b)   (24,341)
                                    --------   -------    --------      --------
    Total stockholders' equity....    (2,185)   (8,222)      8,222        (2,185)
                                    --------   -------    --------      --------
    Total liabilities and
     stockholders' equity.........  $129,181   $42,761    $(18,548)     $153,393
                                    ========   =======    ========      ========
</TABLE>    
 
                                       38
<PAGE>
 
                       NOTES TO PRO FORMA BALANCE SHEET
                            
                         AS OF SEPTEMBER 30, 1997     
                            (DOLLARS IN THOUSANDS)
   
(a) Represents the allocation of the excess of the aggregate purchase price of
    Invision over the historical carrying value of the net assets acquired to
    the fair values of net assets acquired, as follows:     
 
<TABLE>   
<CAPTION>
                                                                      INVISION
                                                                      --------
   <S>                                                                <C>
   Aggregate purchase price.......................................... $ 40,800
   Less historical carrying value of net assets acquired.............  (36,680)
                                                                      --------
   Excess purchase prices............................................ $  4,120
                                                                      ========
     Allocation of excess purchase prices:
       Excess fair value of property and equipment................... $ (1,101)
       Excess fair value of intangibles..............................    5,221
                                                                      --------
         Total....................................................... $  4,120
                                                                      ========
</TABLE>    
   
(b) Represents the elimination of assets, liabilities, and stockholders'
    equity of Invision that were not purchased or assumed in the Invision
    Acquisition.     
   
(c) Represents the pro forma cash required to be borrowed under the Company's
    existing debt facilities to fund the Invision Acquisition.     
 
                                      39
<PAGE>
 
                            SELECTED FINANCIAL DATA
                            (DOLLARS IN THOUSANDS)
 
  Effective on December 1, 1996, the Company became the holding company for
the operations of AmeriTel and Talton Telecommunications. The Company
accounted for these acquisitions using the purchase method of accounting.
Accordingly, the Company's consolidated financial statements include the
operations of AmeriTel and Talton Telecommunications only for periods after
December 1, 1996.
   
  The following selected consolidated financial data of the Company for the
one month ended December 31, 1996 and the selected combined financial data of
the Company's predecessors for the years ended December 31, 1994 and 1995, and
for the eleven months ended November 30, 1996, have been derived from the
Company's and its predecessors' audited financial statements. The selected
combined financial data of the predecessors for the years ended December 31,
1992 and 1993, and for the nine months ended September 30, 1996, and the
selected consolidated financial data of the Company for the nine months ended
September 30, 1997, are unaudited and, in the opinion of management, reflect
all adjustments (consisting only of normal recurring accruals) that are
necessary to present fairly the combined or consolidated financial statements
for such periods. The selected combined and consolidated financial data do not
purport to indicate results of operations as of any future date or for any
future period.     
 
  The selected financial data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and the notes thereto included elsewhere in this
Prospectus.
 
                                      40
<PAGE>
 
<TABLE>   
<CAPTION>
                                                               COMBINED        THE        COMBINED         THE
                              COMBINED PREDECESSORS          PREDECESSORS    COMPANY    PREDECESSORS     COMPANY
                          ---------------------------------  ------------- ------------ ------------- -------------
                                                             ELEVEN MONTHS  ONE MONTH   NINE  MONTHS   NINE MONTHS
                             YEARS ENDED DECEMBER 31,            ENDED        ENDED         ENDED         ENDED
                          ---------------------------------  NOVEMBER 30,  DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
                           1992    1993     1994     1995        1996          1996         1996          1997
                          ------  -------  -------  -------  ------------- ------------ ------------- -------------
                           (UNAUDITED)                                                          (UNAUDITED)
<S>                       <C>     <C>      <C>      <C>      <C>           <C>          <C>           <C>
OPERATING DATA:
Operating revenues......  $7,137  $13,593  $23,892  $40,326     $53,663      $ 5,506       $42,890       $53,407
Operating expenses:
 Telecommunication
  costs.................   4,414    7,025   11,761   18,673      23,317        2,299        19,155        21,571
 Facility commissions...   1,177    2,225    3,901    9,595      13,962        1,455        11,197        14,419
 Field operations and
  maintenance...........     310      538    1,044    1,467       1,816          219         1,352         2,373
 Selling, general, and
  administration........     884    1,566    2,571    4,089       3,921          372         3,002         4,462
 Depreciation...........     496      780      965    1,359       1,538          111         1,145         1,072
 Amortization of
  intangibles...........       3      684    1,392    1,605       1,746          741         1,412         7,788
 Nonrecurring expenses..     --       --       --       --          684          --            --            --
                          ------  -------  -------  -------     -------      -------       -------       -------
 Total operating
  expenses..............   7,284   12,818   21,634   36,788      46,984        5,197        37,263        51,685
                          ------  -------  -------  -------     -------      -------       -------       -------
Operating income
 (loss).................    (147)     775    2,258    3,538       6,679          309         5,627         1,722
Other (income) expense:
 Interest expense, net..     131      331      745    1,360       1,469          612         1,210         7,320
 Other, net.............      (2)    (153)    (134)     (52)         27          (20)          236          (126)
                          ------  -------  -------  -------     -------      -------       -------       -------
 Total other (income)
  expense...............     129      178      611    1,308       1,496          592         1,446         7,194
                          ------  -------  -------  -------     -------      -------       -------       -------
Income (loss) before
 income taxes and
 extraordinary loss.....    (276)     597    1,647    2,230       5,183         (283)        4,181        (5,472)
Income tax expense
 (benefit)..............       1      --       (11)     891       1,917          (23)        1,572          (657)
                          ------  -------  -------  -------     -------      -------       -------       -------
Income (loss) before
 extraordinary loss.....    (277)     597    1,658    1,339       3,266         (260)        2,609        (4,815)
Extraordinary loss......     --       --       --       --           52          --            --          4,396
                          ------  -------  -------  -------     -------      -------       -------       -------
Net income (loss).......  $ (277) $   597  $ 1,658  $ 1,339     $ 3,214      $  (260)      $ 2,609       $(9,211)
                          ======  =======  =======  =======     =======      =======       =======       =======
OTHER DATA:
EBITDA(1)...............  $  354  $ 2,392  $ 4,749  $ 6,554     $ 9,936      $ 1,181       $ 7,948       $10,708
Net cash provided (used)
 by operating
 activities.............     371    1,317    3,445    4,069       7,300       (1,419)        6,380         1,048
Net cash provided (used)
 by investing
 activities.............  (1,445)  (1,494)  (9,976)  (8,022)     (7,515)     (47,252)       (5,692)      (27,726)
Net cash provided (used)
 by financing
 activities.............   1,462     (36)    6,668    4,827        (547)      48,966        (1,838)       42,971
Capital
 expenditures(2)........   1,774    1,978    3,223    4,669       2,804          269           993         4,457
Ratio of earnings to
 fixed charges(3).......     --       2.8      3.0      2.5         4.2          --            4.3           --
Deficiency of earnings
 to fixed charges.......  $  276      --       --       --          --       $   283           --        $ 5,472
BALANCE SHEET DATA (AT END OF
 PERIOD):
Cash and cash
 equivalents............  $  370  $   283  $   419  $ 1,293     $   531      $   294       $   144        16,588
Total assets............   4,100    8,528   17,639   26,592      34,708       80,134        31,715       129,181
Total debt (including
 current maturities)....   1,938    4,854   10,750   15,074      14,845       63,315        15,663       115,598
Total stockholders'
 equity (deficit).......     (40)     556    2,027    4,850       9,361        6,481         7,368        (2,185)
</TABLE>    
- -------
   
(1) For the purposes of this Prospectus, EBITDA means income before interest,
    income taxes, depreciation and amortization. Although EBITDA is not a
    measure of performance calculated in accordance with generally accepted
    accounting principles, the Company has included information concerning
    EBITDA in this Prospectus because it is commonly used by certain investors
    and analysts as a measure of a company's ability to service its debt
    obligations. EBITDA should not be used as an alternative to, or be
    considered more meaningful than, operating income, net income, or cash
    flow as an indicator of the Company's operating performance.     
(2) Capital expenditures include only amounts expended for purchases of
    property and equipment and the implementation of facility contracts.
(3) Earnings are defined as earnings (loss) before income taxes from
    continuing operations and fixed charges. Fixed charges are defined as
    interest expense and a portion of rental expense representing the interest
    factor, which the Company estimates to be one-third of rental expense, and
    amortization of deferred financing expense. This calculation is a
    prescribed earnings coverage ratio intended to present the extent to which
    earnings are sufficient to cover fixed charges, as defined.
       
                                      41
<PAGE>
 
                SELECTED HISTORICAL PREDECESSOR FINANCIAL DATA
   
  The following selected historical predecessor financial data of AmeriTel and
Talton Telecommunications for the years ended December 31, 1994 and 1995, and
for the eleven months ended November 30, 1996 (the period prior to the
effective dates of their respective acquisitions by the Company) have been
derived from AmeriTel's and Talton Telecommunications' audited financial
statements. The selected historical predecessor financial data of Talton
Telecommunications for the years ended December 31, 1992 and 1993, and for
both AmeriTel and Talton Telecommunications for the nine months ended
September 30, 1996, are unaudited and, in the opinion of management, reflect
all adjustments (consisting only of normal recurring accruals) that are
necessary to present fairly their respective financial statements for such
periods.     
 
  The selected historical predecessor financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the financial statements and notes thereto
included elsewhere in this Prospectus.
 
 
                                      42
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
                            (DOLLARS IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                            ELEVEN MONTHS  NINE MONTHS
                            YEARS ENDED DECEMBER 31,            ENDED         ENDED
                          --------------------------------  NOVEMBER 30,  SEPTEMBER 30,
                           1992    1993    1994     1995        1996          1996
                          ------  ------  -------  -------  ------------- -------------
                                                                           (UNAUDITED)
<S>                       <C>     <C>     <C>      <C>      <C>           <C>
OPERATING DATA:
Operating revenues......  $1,191  $3,858  $11,699  $20,371     $29,306       $23,331
Operating expenses:
 Telecommunication
  costs.................     701   1,826    5,347    9,747      13,729        11,099
 Facility commissions...     170     623    1,861    3,497       6,087         4,737
 Field operations and
  maintenance...........      83     192      508      864       1,166           899
 Selling, general and
  administration........     162     376      928    1,759       2,281         1,727
 Depreciation...........     156     213      194      384         536           431
 Amortization of
  intangibles...........       2      81      595    1,224       1,624         1,312
 Nonrecurring expenses..     --      --       --       --          684           --
                          ------  ------  -------  -------     -------       -------
 Total operating
  expenses..............   1,274   3,311    9,433   17,475      26,107        20,205
                          ------  ------  -------  -------     -------       -------
Operating income
 (loss).................     (83)    547    2,266    2,896       3,199         3,126
Other (income) expense:
 Interest expense, net..      90     188      564    1,028       1,355         1,094
 Other, net.............     --     (123)     --        66          39           248
                          ------  ------  -------  -------     -------       -------
 Total other expense....      90      65      564    1,094       1,394         1,342
                          ------  ------  -------  -------     -------       -------
Income (loss) before
 income taxes and
 extraordinary loss.....    (173)    482    1,702    1,802       1,805         1,784
Income tax expense......     --      --       --       734         693           714
                          ------  ------  -------  -------     -------       -------
Income (loss) before
 extraordinary loss.....    (173)    482    1,702    1,068       1,112         1,070
Extraordinary loss......     --      --       --       --           52           --
                          ------  ------  -------  -------     -------       -------
Net income (loss).......  $ (173)    482  $ 1,702  $ 1,068     $ 1,060         1,070
                          ======  ======  =======  =======     =======       =======
OTHER DATA:
EBITDA(1)...............  $   75  $  964  $ 3,055  $ 4,438     $ 5,320       $ 4,621
Net cash provided (used)
 by operating
 activities.............     (94)    344    1,428    2,315       2,568         1,556
Net cash provided (used)
 by investing
 activities.............    (725)   (860)  (8,605)  (5,665)     (6,215)       (5,855)
Net cash provided (used)
 by financing
 activities.............     957     470    7,217    4,012       2,837         3,442
Capital
 expenditures(2)........     725     175    1,779    2,051       1,516         1,287
Ratio of earnings to
 fixed charges(3).......     --      3.5      3.9      2.7         2.3           2.6
Deficiency of earnings
 to fixed charges.......     173     --       --       --          --            --
BALANCE SHEET DATA (AT
 END OF PERIOD):
Cash and cash
 equivalents............  $  234  $  189  $   229  $   891     $    81       $    34
Total assets............   1,780   2,800   12,449   18,586      26,885        25,071
Long-term debt
 (including current
 maturities)............     955   1,735    8,181   11,690      14,845        15,663
Total stockholders'
 equity (deficit).......     (12)    470    1,985    4,537       6,894         5,522
</TABLE>    
- --------
   
(1) For the purposes of this Prospectus EBITDA means as income before
    interest, income taxes, depreciation, and amortization. Although EBITDA is
    not a measure of performance calculated in accordance with generally
    accepted accounting principles, the Company has included information
    concerning EBITDA in this Prospectus because it is commonly used by
    certain investors and analysts as a measure of a company's ability to
    service its debt obligations. EBITDA should not be used as an alternative
    to, or be considered more meaningful than, operating income, net income,
    or cash flow as an indicator of the Company's operating performance.     
(2) Capital expenditures include only amounts expended for purchases of
    property and equipment and the implementation of facility contracts.
(3) Earnings are defined as earnings (loss) before income taxes from
    continuing operations and fixed charges. Fixed charges are defined as
    interest expense and a portion of rental expense representing the interest
    factor, which the Company estimates to be one-third of rental expense, and
    amortization of deferred financing expense. This calculation is a
    prescribed earnings coverage ratio intended to present the extent to which
    earnings are sufficient to cover fixed charges, as defined.
 
                                      43
<PAGE>
 
                     TALTON TELECOMMUNICATIONS CORPORATION
                            (DOLLARS IN THOUSANDS)
 
<TABLE>   
<CAPTION>
                                                                       ELEVEN MONTHS  NINE MONTHS
                                    YEARS ENDED DECEMBER 31,               ENDED         ENDED
                             ----------------------------------------  NOVEMBER 30,  SEPTEMBER 30,
                                1992        1993      1994     1995        1996          1996
                             ----------- ----------- -------  -------  ------------- -------------
                             (UNAUDITED) (UNAUDITED)                                  (UNAUDITED)
<S>                          <C>         <C>         <C>      <C>      <C>           <C>
OPERATING DATA:
Operating revenues.........    $5,946      $9,735    $12,193  $19,955     $24,357       $19,559
Operating expenses:
 Telecommunication costs...     3,713       5,199      6,414    8,926       9,588         8,057
 Facility commissions......     1,007       1,602      2,040    6,098       7,875         6,460
 Field operations and
  maintenance..............       227         346        536      603         650           454
 Selling, general and
  administration...........       722       1,190      1,643    2,330       1,640         1,275
 Depreciation..............       340         567        771      975       1,002           713
 Amortization of
  intangibles..............         1         603        797      381         122           100
                               ------      ------    -------  -------     -------       -------
 Total operating
  expenses.................     6,010       9,507     12,201   19,313      20,877        17,059
                               ------      ------    -------  -------     -------       -------
Operating income (loss)....       (64)        228         (8)     642       3,480         2,500
Other (income) expense:
 Interest expense, net.....        41         143        181      332         114           116
 Other, net................        (2)        (30)      (134)    (118)        (12)          (12)
                               ------      ------    -------  -------     -------       -------
 Total other (income)
  expense..................        39         113         47      214         102           104
                               ------      ------    -------  -------     -------       -------
Income (loss) before income
 taxes.....................      (103)        115        (55)     428       3,378         2,396
Income tax expense
 (benefit).................         1         --         (11)     157       1,224           859
                               ------      ------    -------  -------     -------       -------
Net income (loss)..........    $ (104)     $  115    $   (44) $   271     $ 2,154       $ 1,537
                               ======      ======    =======  =======     =======       =======
OTHER DATA:
EBITDA(1)..................    $  279      $1,428    $ 1,694  $ 2,116     $ 4,616       $ 3,326
Net cash provided (used) by
 operating activities......       464         973      2,017    1,754       4,733         3,133
Net cash provided (used) by
 investing activities......      (720)       (634)    (1,372)  (2,357)     (1,301)         (437)
Net cash provided (used) by
 financing activities......       505        (507)      (549)     815      (3,284)       (2,987)
Capital expenditures(2)....     1,049       1,803      1,444    2,618       1,288           437
Ratio of earnings to fixed
 charges(3)...................    --          1.8        --       2.1        17.4          18.1
Deficiency of earnings to
 fixed charges.............    $  103         --     $    55      --          --            --
BALANCE SHEET DATA (AT END
 OF PERIOD):
Cash and cash equivalents..    $  136      $   94    $   190  $   402     $   450       $   110
Total assets...............     2,320       5,728      5,190    8,006       7,823         6,644
Long-term debt (including
 current maturities)..........    983       3,118      2,569    3,384         --            --
Total stockholders' equity
 (deficit)....................    (28)         86         42      313       2,467         1,847
</TABLE>    
- --------
   
(1) For the purposes of this Prospectus EBITDA means income before interest,
    income taxes, depreciation and amortization. Although EBITDA is not a
    measure of performance calculated in accordance with generally accepted
    accounting principles, the Company has included information concerning
    EBITDA in this Prospectus because it is commonly used by certain investors
    and analysts as a measure of a company's ability to service its debt
    obligations. EBITDA should not be used as an alternative to, or be
    considered more meaningful than, operating income, net income, or cash
    flow as an indicator of the Company's operating performance.     
(2) Capital expenditures include only amounts expended for purchases of
    property and equipment and the implementation of facility contracts.
(3) Earnings are defined as earnings (loss) before income taxes from
    continuing operations and fixed charges. Fixed charges are defined as
    interest expense and a portion of rental expense representing the interest
    factor, which the Company estimates to be one-third of rental expense, and
    amortization of deferred financing expense. This calculation is a
    prescribed earnings coverage ratio intended to present the extent to which
    earnings are sufficient to cover fixed charges, as defined.
 
                                      44
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
  The Company derives substantially all of its revenues from its operation of
inmate telecommunication systems located in correctional facilities in 43
states and the provision of related services. The Company enters into multi-
year agreements with the correctional facilities, pursuant to which the
Company serves as the exclusive provider of telecommunications services to
inmates within each facility. In exchange for the exclusive service rights,
the Company pays a commission to the correctional facility based upon inmate
telephone use. The Company installs and generally retains ownership of the
telephones and the associated equipment and provides additional services to
the correctional facility that are tailored to the specialized needs of the
corrections industry and to the requirements of the individual correctional
facility, such as call activity reporting and call blocking. The Company also
generates revenues from public pay telephones that are ancillary to its inmate
telephone business. See "Business--Other Operations."
 
  The Company accumulates call activity data from its various installations
and bills its revenues related to this call activity through major LECs or
through third-party billing services for smaller volume LECs. In addition,
during the same period, the Company accrues the related telecommunications
costs for validating, transmitting, billing and collection, and line and long-
distance charges, along with commissions payable to the facilities. Allowances
for bad debts are based on historical experience.
 
  The Company's principal operating expenses consist of (i) telecommunication
costs; (ii) commissions paid to correctional facilities, which are typically
expressed as a percentage of either gross or net revenues and are fixed for
the term of the agreements with the facilities; (iii) field operations and
maintenance costs, which consist primarily of field service on the Company's
installed base of inmate telephones; and (iv) selling, general, and
administrative costs. The Company pays monthly line and usage charges to RBOCs
and other LECs for interconnection to the local network for local calls, which
are computed on a flat monthly charge plus, for certain LECs, on a per message
or per minute usage rate based on the time and duration of the call. The
Company also pays fees to RBOCs and other LECs and long distance carriers
based on usage for long distance calls. See "Business--Regulation."
   
  The Company became the holding company for the operations of AmeriTel and
Talton Telecommunications effective December l, 1996 and acquired the
operations of Security Telecom Corporation ("STC") on June 27, 1997 and
Correctional Communications Corporation ("CCC") on July 31, 1997. Because
these acquisitions have been accounted for using the purchase method of
accounting, the Company's results of operations only reflect the operations of
AmeriTel, Talton Telecommunications, STC, and CCC subsequent to the effective
date of their acquisition. Management believes that the growth of the Company
and its predecessors through acquisitions makes meaningful period-to-period
comparisons of historical results of operations difficult. Consequently,
management believes that an investor is presented with more meaningful
information through discussion of the Company and its predecessors on a
combined basis for the periods discussed below.     
 
                                      45
<PAGE>
 
RESULTS OF OPERATIONS
       
          
  The following table sets forth, for the periods indicated, the combined
historical results of operations of the Company, AmeriTel, and Talton
Telecommunications, without any adjustments to historical results to reflect
changes in depreciation and amortization resulting from purchase accounting
revaluations and acquisitions subsequent to the dates presented, including the
acquisitions of Tataka, STC, CCC, and Invision.     
 
<TABLE>   
<CAPTION>
                                YEARS ENDED DECEMBER 31,              NINE MONTHS ENDED SEPTEMBER 30,
                         -------------------------------------------  ----------------------------------
                             1994           1995           1996            1996             1997
                         -------------  -------------  -------------  ---------------- -----------------
                                                 (DOLLARS IN THOUSANDS)
<S>                      <C>      <C>   <C>      <C>   <C>     <C>    <C>      <C>     <C>       <C>
Operating revenues...... $23,892   100% $40,326   100% $59,169 100.0%  $42,890  100.0%  $53,407   100.0%
Operating expenses:
 Telecommunication
  costs.................  11,761  49.2   18,673  46.3   25,616  43.3    19,155   44.7    21,571    40.4
 Facility commissions...   3,901  16.3    9,595  23.8   15,417  26.1    11,197   26.1    14,419    27.0
 Field operations and
  maintenance...........   1,044   4.4    1,467   3.6    2,035   3.4     1,352    3.1     2,373     4.4
 Selling, general, and
  administrative........   2,571  10.8    4,089  10.1    4,293   7.3     3,002    7.0     4,462     8.4
 Depreciation...........     965   4.0    1,359   3.4    1,649   2.8     1,145    2.7     1,072     2.0
 Amortization of
  intangibles...........   1,392   5.8    1,605   4.0    2,487   4.2     1,412    3.3     7,788    14.6
 Non-recurring
  expenses..............     --    --       --    --       684   1.2       --     --        --      --
                         -------  ----  -------  ----  ------- -----  -------- ------  --------  ------
Total operating
 expenses...............  21,634  90.5   36,788  91.2   52,181  88.3    37,263   86.9    51,685    96.8
                         -------  ----  -------  ----  ------- -----  -------- ------  --------  ------
Operating income........   2,258   9.5    3,538   8.8    6,988  11.7     5,627   13.1     1,722     3.2
Other (income) expense:
 Interest expense, net..     745   3.1    1,360   3.4    2,081   3.5     1,210    2.8     7,320    13.7
 Other, net.............    (134) (0.6)     (52) (0.1)       7   0.0       236    0.6      (126)   (0.2)
                         -------  ----  -------  ----  ------- -----  -------- ------  --------  ------
Total other expense.....     611   2.5    1,308   3.3    2,088   3.5     1,446    3.4     7,194    13.5
                         -------  ----  -------  ----  ------- -----  -------- ------  --------  ------
Income (loss) before
 income taxes and
 extraordinary loss.....   1,647   7.0    2,230   5.5    4,900   8.2     4,181    9.7    (5,472)  (10.2)
Income tax expense
 (benefit)..............     (11)  0.0      891   2.2    1,894   3.2     1,572    3.7      (657)   (1.2)
                         -------  ----  -------  ----  ------- -----  -------- ------  --------  ------
Income (loss) before
 extraordinary loss.....   1,658   7.0    1,339   3.3    3,006   5.0     2,609    6.0    (4,815)   (9.0)
Extraordinary loss......     --    --       --    --        52   0.1                      4,396     8.2
                         -------  ----  -------  ----  ------- -----  -------- ------  --------  ------
Net income (loss)....... $ 1,658   7.0% $ 1,339   3.3% $ 2,954   4.9% $  2,609    6.0% $ (9,211)  (17.2)%
                         =======  ====  =======  ====  ======= =====  ======== ======  ========  ======
EBITDA.................. $ 4,749  19.9% $ 6,554  16.3% $11,117  18.8% $  7,948   18.5%  $10,708    20.0%
                         =======  ====  =======  ====  ======= =====  ======== ======  ========  ======
</TABLE>    
          
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1996     
   
  Operating Revenues--The Company's operating revenues increased by $10.5
million, or 24.5%, from $42.9 million for the nine months ended September 30,
1996 to $53.4 million for the nine months ended September 30, 1997. The
increase in operating revenues was primarily due to acquisitions by the
Company of inmate contracts during 1996, acquisitions of STC, CCC, and other
inmate facility contracts during the first nine months of 1997, and new
contract installations.     
   
  Operating Expenses--Total operating expenses increased by $14.4 million, or
38.7%, from $37.3 million for the nine months ended September 30, 1996 to
$51.7 million for the nine months ended September 30, 1997. Operating expenses
as a percentage of operating revenues increased 9.9% from 86.9% for the nine
months ended September 30, 1996 to 96.8% for the nine months ended September
1997. Excluding depreciation and amortization, operating expenses as a
percentage of operating revenues decreased from 80.9% for the nine months
ended September 30, 1996 to 80.2% for the nine months ended September 30,
1997. The percentage decrease in operating expenses, excluding depreciation
and amortization, was caused by the factors discussed below.     
 
                                      46
<PAGE>
 
   
  Telecommunication costs increased by $2.4 million, from $19.2 million for
the nine months ended September 30, 1996 to $21.6 million for the nine months
ended September 30, 1997. Telecommunication costs represented 44.7% of
operating revenues for the nine months ended September 30, 1996 and 40.4% of
operating revenues for the nine months ended September 30, 1997, a decrease of
4.3%. The decrease as a percentage of operating revenues is primarily due to
lower billing and collection costs as a result of direct billing arrangements
entered into with various major LECs, lower relative costs for long distance
as a result of new long distance agreements, and a reduction in bad debts as a
result of the Company's efforts to reduce bad debt exposure and to improved
collection practices.     
   
  Facility commissions increased by $3.2 million, from $11.2 million for the
nine months ended September 30, 1996 to $14.4 million for the nine months
ended September 30, 1997. Facility commissions represented 26.1% of operating
revenues for the nine months ended September 30, 1996 and 27.0% of operating
revenues for the nine months ended September 30, 1997, an increase of 0.9%.
The increase as a percentage of operating revenues is primarily due to higher
commission percentages paid as a result of periodic increases in percentages
paid to existing customers as contracts are renewed, due to competitive
pressures, and to the effects of higher commission rates paid by STC and CCC,
both of which were acquired in 1997.     
   
  Field operations and maintenance costs increased by $1.0 million, from $1.4
million for the nine months ended September 30, 1996 to $2.4 million for the
nine months ended September 30, 1997. Field operations and maintenance costs
represented 3.1% of operating revenues for the nine months ended September 30,
1996 and 4.4% of operating revenues for the nine months ended September 30,
1997, an increase of 1.3%. The increase as a percentage of operating revenues
is primarily due to an increase in costs associated with servicing acquired
inmate facilities.     
   
  Selling, general, and administrative expenses ("SG&A") increased by $1.5
million, from $3.0 million for the nine months ended September 30, 1996 to
$4.5 million for the nine months ended September 30, 1997. SG&A represented
7.0% of operating revenues for the nine months ended September 30, 1996 and
8.4% of operating expenses for the nine months ended September 30, 1997, an
increase of 1.4%. The increase as a percentage of operating revenues is
primarily due to the increased infrastructure necessary to support the
Company's acquisitions and the Company's more aggressive sales efforts.     
   
  DEPRECIATION AND AMORTIZATION--depreciation and amortization costs increased
by $6.3 million, from $2.6 million for the nine months ended September 30,
1996 to $8.9 million for the nine months ended September 30, 1997.
Depreciation and amortization costs represented 6.0% of operating revenues for
the nine months ended September 30, 1996 and 16.6% of operating revenues for
the nine months ended September 30, 1997, an increase of 10.6%. The increase
as a percentage of operating revenues is primarily due to additional
amortization expense associated with the acquisitions by the Company of inmate
facility contracts and from the intangible assets related to the acquisition
of AmeriTel and Talton Telecommunications in December 1996, and the
acquisition of STC and CCC in June and July of 1997, respectively.     
   
  Operating Income--The Company's operating income decreased by $3.9 million,
from $5.6 million for the nine months ended September 30, 1996 to $1.7 million
for the nine months ended September 30, 1997, as a result of the factors
described above. The Company's operating margin decreased from 13.1% for the
nine months ended September 30, 1996 to 3.2% for the nine months ended
September 30, 1997 primarily due to the increase in amortization expense
associated with the Company's acquisitions described above.     
   
  Other (Income) Expense--Other (income) expense, consisting primarily of
interest expense, increased by $5.8 million, from $1.4 million for the nine
months ended September 30, 1996 to $7.2 million for the nine months ended
September 30, 1997. The increase was primarily due to interest expense
associated with indebtedness incurred by the Company in connection with
acquisitions and completion of the Offering in the principal amount of $115.0
million in June 1997.     
   
  Extraordinary Loss--The Company incurred an extraordinary loss of $4.4
million in 1997 related to the write-off of the unamortized deferred loan
costs and the unamortized discount on its senior subordinated notes, in
conjunction with the repayment of this debt.     
 
                                      47
<PAGE>
 
   
  Net Income (Loss)--The Company's net income decreased by $11.8 million, from
$2.6 million for the nine months ended September 30, 1996 to a loss of $9.2
million for the nine months ended September 30, 1997, as a result of the
factors described above.     
   
  EBITDA--EBITDA increased by $2.8 million, from $7.9 million for the nine
months ended September 30, 1996 to $10.7 million for the nine months ended
September 30, 1997. EBITDA as a percentage of operating revenues increased
from 18.5% for the nine months ended September 30, 1996 to 20.0% for the nine
months ended September 30, 1997, primarily due to increased revenues and lower
operating costs, excluding amortization and depreciation, as a percentage of
revenue as discussed above.     
 
 YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995
   
  Operating Revenues. The Company's operating revenues increased by $18.9
million, or 46.7%, from $40.3 million for the year ended December 31, 1995 to
$59.2 million for the year ended December 31, 1996. The increase in operating
revenues was primarily due to (i) the addition of operating revenues from the
Company's acquisitions of contracts covering 76 inmate facilities during 1995
(the results of which were reflected for the full year in 1996) and contracts
covering 140 inmate facilities during 1996; (ii) operating revenues from the
Company's contract with the state of Alabama, a portion of which become
operational during the last half of 1995; and (iii) increases in operating
revenues from the Company's addition of new contracts covering 130 inmate
facilities, net of contract terminations, during 1995 (the results of which
were reflected for the full year in 1996) and, to a lesser extent, from the
addition of new contracts during 1996.     
 
  Operating Expenses. Total operating expenses increased $15.4 million, from
$36.8 million in 1995 to $52.2 million in 1996. Operating expenses as a
percentage of operating revenues decreased 2.9% from 91.2% for the year ended
December 31, 1995 to 88.3% for the year ended December 31, 1996. The decrease
in operating expenses as a percentage of revenues is primarily due to a
decrease in telecommunication costs resulting from lower long distance rates
from more favorable long distance service contracts and decreases in local
exchange costs, SG&A expenses, and field operations and maintenance expenses
primarily as a result of the fixed portion of these expenses being spread over
a higher revenue base.
 
  Telecommunication costs increased by $6.9 million, from $18.7 million in
1995 to $25.6 million in 1996. Telecommunication costs represented 46.3% of
operating revenues in 1995 and 43.3% of operating revenues in 1996, a decrease
of 3.0%. The dollar increase is primarily due to increased costs associated
with higher call volumes, while the percentage decrease is primarily due to
lower long distance rates from more favorable long distance service contracts
and decreases in local exchange costs.
   
  Facility commissions increased by $5.8 million, from $9.6 million in 1995 to
$15.4 million in 1996. Facility commissions represented 23.8% of operating
revenues in 1995 and 26.1% of operating revenues in 1996, an increase of 2.3%.
The increase is primarily due to higher commission rates on the Company's
contract with the State of Alabama and on acquired inmate facility contracts.
    
  Field operation and maintenance costs increased by $568,000, from $1.5
million in 1995 to $2.0 million in 1996. Field operation and maintenance costs
represented 3.6% of operating revenues in 1995 and 3.4% of operating revenues
in 1996, a decrease of 0.2%. The dollar increase is primarily due to increased
costs associated with serving a larger account base, while the percentage
decrease is primarily due to the effect of spreading fixed costs over a larger
revenue base.
 
  SG&A increased by $204,000, from $4.1 million in 1995 to $4.3 million in
1996. SG&A represented 10.1% of operating revenues in 1995 and 7.3% of
operating revenues in 1996, a decrease of 2.8%. The decrease in SG&A as a
percentage of operating revenues is primarily due to the effect of spreading
fixed costs over a larger revenue base.
   
  Depreciation and Amortization--depreciation and amortization costs increased
by $1.1 million, from $3.0 million in 1995 to $4.1 million in 1996.
Depreciation and amortization costs represented 7.4% of operating     
 
                                      48
<PAGE>
 
revenues in 1995 and 7.0% of operating revenues in 1996, a decrease of 0.4%.
The dollar increase is primarily due to $600,000 in additional depreciation
and amortization expense resulting from the Company's acquisitions of AmeriTel
and Talton Telecommunications in December 1996.
 
  The Company incurred a non-recurring expense of $684,000 in 1996 related to
$434,000 in bonuses paid by AmeriTel prior to its acquisition by the Company
and $250,000 paid by AmeriTel to settle a lawsuit. Such expense represented
1.2% of operating revenues in 1996.
 
  Operating Income. The Company's operating income increased by $3.5 million,
from $3.5 million in 1995 to $7.0 million in 1996, as a result of the
significant increase in operating revenues offset in part by the increase in
operating costs discussed above. The Company's operating income margin
increased from 8.8% in 1995 to 11.7% in 1996 due to the factors described
above.
 
  Other (Income) Expense. Other (income) expense, consisting primarily of
interest expense, increased by $780,000 from $1.3 million in 1995 to $2.1
million in 1996. The increase was primarily due to increased interest expense
associated with indebtedness incurred by the Company in connection with the
acquisitions of AmeriTel and Talton Telecommunications.
 
  Net Income (Loss). The Company's net income increased by $1.7 million, from
$1.3 million in 1995 to $3.0 million in 1996 as a result of the factors
described above.
   
  EBITDA. EBITDA increased by $4.5 million from $6.6 million in 1995 to $11.1
million in 1996. EBITDA as a percentage of operating revenues increased from
16.3% in 1995 to 18.8% in 1996 due to the factors described above.     
 
 YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994
   
  Operating Revenues. The Company's operating revenues increased by $16.4
million, or 68.8%, from $23.9 million for the year ended December 31, 1994 to
$40.3 million for the year ended December 31, 1995. The increase in operating
revenues was primarily due to (i) the addition of operating revenues from the
Company's acquisitions of contracts covering 284 inmate facilities in 1994
(the results of which were reflected for the full year in 1995) and contracts
covering 76 inmate facilities in 1995; (ii) operating revenues from the
Company's contract with the state of Alabama, a portion of which became
operational during the last half of 1995: and (iii) increases in operating
revenues from the Company's addition of new contracts covering 69 inmate
facilities, net of contract terminations, during 1994 (the results of which
were reflected for the full year in 1995) and, to a lesser extent, from the
addition of new contracts during 1995.     
 
  Operating Expenses. Total operating expenses increased $15.2 million, from
$21.6 million in 1994 to $36.8 million in 1995. Operating expenses as a
percentage of operating revenues increased 0.7%, from 90.5% in 1994 to 91.2%
in 1995. The increase in operating expenses was primarily due to increased
costs associated with servicing acquired inmate facility contracts. The
increase in operating expenses as a percentage of revenues is attributable
primarily to increased facility commissions, which was primarily due to the
higher commission rates on the Company's contract with the state of Alabama,
which became operational during the last half of 1995. The increase in 1995
operating expenses as a percentage of revenues was also due to an increasing
reserve for bad debts associated with higher uncollectible accounts in certain
territories into which the Company expanded, primarily Iowa, Wisconsin, and
Minnesota.
 
  Telecommunication costs increased by $6.9 million, from $11.8 million in
1994 to $18.7 million in 1995. Telecommunication costs represented 49.2% of
operating revenues in 1994 and 46.3% of operating revenues in 1995, a decrease
of 2.9%. The dollar increase is primarily due to higher expenses associated
with increased call volume, while the percentage decrease is primarily due to
lower billing costs as the Company implemented its direct billing agreements
for a portion of its call volume and to lower bad debt.
 
  Facility commissions increased by $5.7 million, from $3.9 million in 1994 to
$9.6 million in 1995. Facility commissions represented 16.3% of operating
revenues in 1994 and 23.8% of operating revenues in 1995, an
 
                                      49
<PAGE>
 
increase of 7.5%. The increases are primarily due to the higher commission
rates on the Company's contract with the State of Alabama, which became
operational during the second half of 1995.
 
  Field operation and maintenance costs increased by $423,000, from $1.0
million in 1994 to $1.5 million in 1995. Field operation and maintenance costs
represented 4.4% of operating revenues in 1994 and 3.6% of operating revenues
in 1995, a decrease of 0.8%. The decrease as a percentage of operating
revenues is primarily due to economies of scale associated with servicing a
larger account base.
 
  SG&A increased by $1.5 million, from $2.6 million in 1994 to $4.1 million in
1995. SG&A represented 10.8% of operating revenues in 1994 and 10.1% of
operating revenues in 1995, a decrease of 0.7%. The dollar increase is
primarily due to increased costs required to service acquired inmate facility
contracts, while the decrease as a percentage of operating revenues is due
primarily to economies of scale associated with such acquisitions.
   
  DEPRECIATION AND AMORTIZATION--depreciation and amortization costs increased
by $607,000, from $2.4 million in 1994 to $3.0 million in 1995. Depreciation
and amortization costs represented 9.8% of operating revenues in 1994 and 7.4%
of operating revenues in 1995, a decrease of 2.4%. The dollar increase is
primarily due to increased depreciation and amortization relating to acquired
and new inmate facility contracts, while the percentage decrease is primarily
due to proportionately less depreciation and amortization applied to a higher
revenue base.     
 
  Operating Income. The Company's operating income increased by $1.2 million,
from $2.3 million in 1994 to $3.5 million in 1995, as a result of higher
revenues, net of the increases in operating costs discussed above. The
Company's operating income margin decreased from 9.5% in 1994 to 8.8% in 1995
primarily due to higher operating costs.
   
  Other (Income) Expense. Other (income) expense, consisting primarily of
interest expense, increased by $697,000, from $611,000 in 1994 to $1.3 million
in 1995. The increase was due primarily to additional borrowings to fund
acquisitions of inmate facility contracts.     
   
  Net Income. The Company's net income decreased by $319,000, from $1.7
million in 1994 to $1.3 million in 1995, as a result of the factors described
above.     
   
  EBITDA. EBITDA increased by $1.9 million, from $4.7 million in 1994 to $6.6
million in 1995. EBITDA as a percentage of operating revenues decreased from
19.9% in 1994 to 16.3% in 1995 due primarily to the increases in facility
commissions discussed above.     
 
LIQUIDITY AND CAPITAL RESOURCES
   
  Net cash provided by operating activities was $1.0 million for the nine
months ended September 30, 1997, as compared to $4.7 million for the nine
months ended September 30, 1996. Net cash used in operating activities was
$5.9 million and $4.1 million for the years ended December 31, 1996 and 1995,
respectively. Net cash used in operating activities consisted primarily of
increases in accounts receivable associated with the addition of new inmate
facility contracts.     
   
  Cash used in investing activities was $27.8 million for the nine months
ended September 30, 1997, consisting primarily of cash outflows to purchase
STC and CCC, as compared to $6.3 million for the nine months ended September
30, 1996. Cash used in investing activities was $54.8 million in 1996,
consisting primarily of cash outflows for acquisitions. Cash used in investing
activities was $8.0 million in 1995, consisting primarily of acquisitions of
inmate facility contracts.     
   
  Cash provided by financing activities was $43.0 million for the nine months
ended September 30, 1997 consisting primarily of the issuance of the $115.0
million Senior Notes, and offset by the repayment of the Company's Senior
Credit Facility, Senior Subordinated Notes, and Subordinated Notes, as
compared to $.5 million for the nine months ended September 30, 1996. Cash
provided by financing activities was $48.4 million     
 
                                      50
<PAGE>
 
   
and $4.8 million in 1996 and 1995, respectively, and consisted primarily of
proceeds from borrowings under credit facilities and the issuance of equity by
the Company's predecessors to finance revenue growth and acquisitions.
Financing activity in 1996 included the issuance of equity by the Company in
connection with the acquisitions of AmeriTel and Talton Telecommunications in
December 1996. See "Certain Relationships and Related Transactions; Historic
Relationships and Related Transactions." The Company raised $115.0 million in
proceeds in connection with the issuance of the Senior Notes in June 1997, of
which $67.2 million was used to repay amounts outstanding under the Company's
Senior Credit Facility, Senior Subordinated Notes, and Subordinated Notes;
$9.9 million (subject to adjustment) was used to acquire STC and 100% of its
affiliate, LETI; and $5.8 million was used to pay deferred financing costs
related to the Senior Notes. The remaining net proceeds of $32.1 million along
with $18.4 million of proceeds from the Company's Senior Credit Facility were
used to consummate the CCC Acquisition and the Invision Acquisition.     
   
  As of September 30, 1997, the Company had approximately $115.6 of long-term
indebtedness outstanding, a deficit in stockholders' equity of $2.2 million,
and $16.6 million of cash. On July 30, 1997, the Company's Senior Credit
Agreement was amended to provide the Company a $35 million revolving loan
commitment. Subsequent to September 30, 1997, the Company borrowed $30 million
under its revolving loan committment to fund the Invision Acquisition and
provide additional liquidity.     
 
  The Company expects that its principal sources of liquidity will be cash
flow from operations, and borrowings under the revolving loan commitment. The
Company anticipates that its principal uses of liquidity will be to provide
working capital, finance future acquisitions, and meet debt service
requirements. The Company anticipates that its primary capital expenditures
for the next 12 months will be for upgrades to its technology infrastructure
of approximately $500,000 and for capital items required to implement new
contracts entered into by the Company. Management believes that cash flow from
operations and from credit facilities that management believes will be
available to the Company will be sufficient to fund the requirements of the
Company for the next 12 months.
   
  As of September 30, 1997, the Company had approximately $115.6 million of
long-term indebtedness outstanding, including (i) $115 million of Senior Notes
outstanding at an interest rate of 11.0% and (ii) $.6 million of other
indebtedness consisting primarily of contingent acquisition costs and capital
leases.     
 
  As of July 30, 1997 the Company and its Lenders (as defined) have entered
into an amendment and restatement of the Existing Credit Facility whereby the
Senior Credit Facility was established in the maximum principal amount of
$35.0 million. Amounts borrowed under the Senior Credit Facility will bear
interest, at the option of the Company, at either (i) the Base Rate (i.e., the
higher of CIBC's reference rate and the overnight federal funds rate plus
0.5%) plus a margin that is expected to vary from 0.25% to 2.75%, depending on
the Company's Total Debt to EBITDA Ratio (as defined in the Senior Credit
Facility); or (ii) the LIBOR Rate (as defined in the Senior Credit Facility)
plus a margin that is expected to vary from 1.5% to 4.0%, depending on the
Company's Total Debt to EBITDA Ratio. The Senior Credit Facility requires
quarterly interest-only payments on Base Rate Loans, and periodic interest-
only payments based on the applicable interest period on IBOR Rate loans, but
at least quarterly, until maturity. The Senior Credit Facility will mature on
December 31, 2000, at which time the outstanding principal and all accrued and
unpaid interest will be due. See "Description of Other Indebtedness--Senior
Credit Facility."
   
  The Company is also in discussions with its Lenders to obtain a senior
secured facility to be used for permitted acquisitions and for working capital
purposes. The Company anticipates that this new senior secured credit facility
will consist of a $55.0 million acquisition facility and a $25.0 million
working capital revolving credit facility. The Company believes that covenants
substantially similar to those contained in the Senior Credit Facility will be
applicable to the acquisition facility. The Company believes that borrowings
under the new senior secured credit facility will be cross-collateralized and
cross-defaulted with the Senior Credit Facility. The new senior secured credit
facility would likely be subject to mandatory prepayments over its term. The
Company is currently in negotiations regarding such facility, and the Company
anticipates entering into the new senior secured credit facility before the
consummation of the Exchange Offer. There can be no assurance, however, that
the Company will be successful in obtaining such a senior secured credit
facility.     
 
                                      51
<PAGE>
 
  Concurrently with the consummation of the Offering, the Company expensed
approximately $4.4 million to write off previously incurred deferred financing
costs related to the Existing Credit Facility, the Senior Subordinated Notes,
and the Subordinated Talton Note, which were repaid with the net proceeds of
the Offering. These expenses have been accounted for as an extraordinary loss
on the early extinguishment of debt.
   
  Management expects that cash flow from operations along with additional
borrowings under existing and future credit facilities will be sufficient to
meet the Company's requirements for the remainder of 1997. The Company spent
$27.8 million for the nine months ended September 30, 1997. The Company
expects to spend approximately $4.5 million in capital expenditures in the
remainder of 1997 for new installations and equipment purchases for its
billing and inquiry center. In July of 1997, the Company acquired
substantially all of the assets of CCC for a purchase price of $10.5 million,
subject to adjustment. On October 6, 1997, the Company completed the Invision
Acquisition for a purchase price of $40.0 million in cash and approximately
$2.0 million in assumption of liabilities, subject to adjustment and subject
to a provision for working capital of approximately $1.2 million provided to
the Company pursuant to the purchase agreement. The Company financed these
acquisitions through proceeds from the Offering. In addition, the Company used
approximately $53.2 of the proceeds of the Offering to repay all outstanding
principal and interest under the Existing Credit Facility. The Company
currently anticipates that interest payments of approximately $15.7 million
per year through December 31, 2000 will be required under the terms of the
Senior Notes and the Senior Credit Facility. As of the date of this
Prospectus, the Company has approximately $5.0 million of unused borrowing
capacity under its current Senior Credit Facility. The Company believes that
this currently available borrowing capacity together with its cash flows will
be adequate to support its current operations through December 31, 1998.     
          
  The Company intends to pursue additional acquisitions to expand its base of
installed inmate telephones and consider acquisition opportunities from time
to time. There can be no assurance that the Company will have sufficient
available capital resources to realize its acquisition strategy. Such future
acquisitions, depending on their size and the form of consideration, may
require the Company to seek additional debt or equity financing.     
   
  The Senior Credit Facility and the Indenture contain numerous restrictive
covenants including, among others, limitations on the ability of the Company
to incur additional indebtedness, to create liens and other encumbrances, to
make certain payments and investments, to sell or otherwise dispose of assets,
or to merge or consolidate with another entity. The Senior Credit Facility
also requires the Company to meet certain financial tests on a consolidated
basis, some of which may be more restrictive in future years. The Company's
failure to comply with its obligations under the Senior Credit Facility or the
Indenture, or in agreements relating to indebtedness incurred in the future,
could result in an event of default under such agreements, which could permit
acceleration of the related debt and acceleration of debt under other
financing arrangements that may contain cross-acceleration or cross-default
provisions. In addition, because interest under the Company's Senior Credit
Facility accrues at floating rates, the Company remains subject to interest
rate risk with respect to a significant portion of its indebtedness. See
"Description of the Other Indebtedness--Senior Credit Facility"; and
"Description of Senior Notes."     
 
  The Company is a holding company, the assets of which consist principally of
the stock of its Subsidiaries, through which it conducts substantially all of
its operations. The Company's ability to pay interest on the Senior Notes and
to satisfy its other obligations will depend upon dividends or other
distributions of funds from its Subsidiaries. The Company's Subsidiaries are
distinct legal entities, and the rights of holders of the Senior Notes against
the Subsidiary Guarantors will be subject to the rights of the Subsidiary
Guarantors' creditors, to the extent senior to the obligations of the
Subsidiary Guarantors. The future operating performance of its Subsidiaries
will be affected by economic conditions, and financial, business, and other
factors, many of which are beyond the Company's control. The Company's
Subsidiaries are parties to no contractual agreements that would restrict
their ability to pay dividends or advance funds to the Company. As of the date
of this Prospectus there is aggregate indebtedness of $600,000 of the
Company's Subsidiaries that is effectively senior to the Senior Notes because
the Company is a holding company. See "Risk Factors--Holding Company
Structure." The Company has pledged all of the outstanding capital stock of
its Subsidiaries to secure its obligations under the Senior Credit Facility.
The Senior Credit Facility and all obligations thereunder are also secured by
a first priority lien on substantially all of the assets of the Company's
Subsidiaries, including future Subsidiaries. There can be no
 
                                      52
<PAGE>
 
assurance that the operating cash flow of the Company's Subsidiaries will be
sufficient to meet the Company's operating expenses and debt service
obligations.
 
INCOME TAXES
 
  Since the Company's acquisitions of AmeriTel and Talton Telecommunications
were stock purchases, the Company was required to retain the tax bases of
AmeriTel and Talton Telecommunications in the assets acquired. As a result,
the Company will not be entitled to a tax deduction for the amortization of
goodwill or the depreciation and amortization of certain other tangible and
intangible assets related to these acquisitions. The Company has provided
deferred income tax liabilities for differences in the financial accounting
and tax bases of its tangible and identifiable intangible assets. However, in
accordance with the requirements of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," future amortization of non-
deductible goodwill will be treated as a permanent difference in the Company's
financial statements.
 
REVENUES AND COST SYNERGIES
 
  The combined historical results of operations of the Company do not give
effect to the historical operating results of the acquisitions of Tataka, STC,
CCC, and Invision, prior to their respective acquisition dates. While the pro
forma financial data included in this Prospectus does give effect to these
acquisitions as if they were consummated on January 1, 1996, the pro forma
financial data do not give effect to any events occurring after consummation
of the acquisitions, other than as specified. See "Pro Forma Financial Data."
 
  During 1996, regulatory authorities approved certain increases and decreases
in tariff rates the Company is allowed to charge its customers, which had the
net effect of increasing the Company's revenues for the periods during 1996
after such rates became effective. As a result of these tariff rate increases
and decreases during 1996, the Company believes that it is probable that its
future operating results will reflect higher net revenues than those reflected
on both a historical and pro forma basis for the year ended December 31, 1996.
   
  As part of the Company's business and operating strategy, it has developed a
billing and bad-debt management system that management believes will
significantly reduce operating costs in the future. This billing and bad-debt
management system includes pre-established call blocking limits, validation
and credit checks on all call attempts, and the generation of timely call
reporting information, which enable the Company to identify customers of
marginal credit quality more quickly. After the completion of each of the
Company's acquisitions, the Company has begun the implementation of this
billing and bad-debt management system at each acquired business. While this
implementation process takes time to complete, the implementation of this
billing and bad-debt management system generally results in some reduction in
revenues as pre-established call blocking limits are established, which is
generally more than offset by favorable cost savings, especially in the area
of lower bad-debt expense. In the case of the Invision Acquisition, however,
the implementation of the pre-established call blocking limits has resulted in
increased 1997 revenues because the Company increased Invision's call blocking
limits from unusually low limits established by Invision in late 1996.     
   
  Set forth below is a summary of the effect of these revenue and cost
synergies on pro forma EBITDA for the year ended December 31, 1996 and the
nine months ended September 30, 1997, had these revenue and cost synergies
been fully implemented as of January 1, 1996. The effect of net tariff rate
increases is shown net of related increases in operating expenses such as
commissions and the billing and collections and bad-debt expense components of
telecommunications costs. The effect of implementation of the billing and bad-
debt management system results in higher revenues at Invision for 1997 and
lower bad-debt expense for all the acquired businesses for 1996 and 1997,
partially offset by related changes in revenues, facility commissions, long
distance charges, and validation and other costs. The effect of these changes
is based on estimates and assumptions made and believed to be reasonable by
the Company and are inherently uncertain and subject to significant business,
economic, and competitive contingencies, many of which are beyond the control
of the Company, and are based on assumptions with respect to future business
decisions that are subject to change. See "Special Note Regarding     
 
                                      53
<PAGE>
 
   
Forward-Looking Statements." The material assumptions on which the information
in the following table is based are as follows:     
     
    (1) the Company would have immediately increased their rates charged to
  customers in conjunction with tariff rate changes in 1996 upon the
  effective date of such changes in the applicable jurisdictions. The
  adjustment is calculated as if such changes were effective as of January 1,
  1996. The effect of such rate increases, based on these assumptions, would
  have increased the Company's pro forma 1996 operating revenue by
  approximately 1.7% with a corresponding increase in commissions, billing
  and collection fees, and bad debt expense. Such incremental expenses are
  assumed to approximate the Company's pro forma ratios of such costs to pro
  forma revenues.     
     
    (2) the Company would realize savings on a pro forma basis in both 1996
  and 1997 from the full implementation of the Company's billing and bad debt
  management system. The savings from such implementation are estimated on a
  pro forma basis by assuming the Company's Subsidiaries that had not already
  implemented the billing and bad debt management system could reduce their
  bad debt by implementing Talton Telecommunications's billing and bad debt
  management system. This estimate is based on historical bad debt
  percentages experienced by Talton Telecommunications. Finally, the Company
  would successfully increase revenue in 1997 at its Invision Subsidiary by
  relaxing this Subsidiary's very restrictive call blocking program, which
  was implemented in late 1996. The increases in revenue from such policy
  changes is assumed to have increased 1997 Invision revenues by
  approximately 15% with a corresponding increase in commission expense,
  billing and collection fees, and bad debt expense, estimated upon pro forma
  Invision direct cost ratios to pro forma Invision revenues.     
   
The following table should not be viewed as indicative of actual historical or
future results and were not prepared with a view towards compliance with
published guidelines of the Commission or the AICPA with respect to
prospective financial information and have not been examined or compiled by
any certified public accountant.     
 
<TABLE>   
<CAPTION>
                                                YEAR ENDED      NINE MONTHS
                                               DECEMBER 31, ENDED SEPTEMBER 30,
                                                   1996            1997
                                               ------------ -------------------
   <S>                                         <C>          <C>
   Pro forma EBITDA..........................    $24,907          $15,033
   Effect of net tariff rate increases.......      1,342
   Effect of full implementation of the
    Company's billing and bad-debt management
    systems..................................      3,927            6,655
                                                 -------          -------
   EBITDA (as adjusted)......................    $30,176          $21,688
                                                 =======          =======
</TABLE>    
 
ACCOUNTING PRONOUNCEMENTS
 
  During 1996, the Company adopted Statement of Financial Accounting Standards
No. 121, "Accounting for Long-Lived Assets and for Long-Lived Assets to be
Disposed of," which requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Impairment is evaluated by comparing
future cash flows (undiscounted and without interest charges) expected to
result from use of the asset and its eventual disposition to the carrying
amount of the asset. The adoption of this pronouncement had no material impact
on the Company's financial statements.
 
  Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation," ("SFAS No. 123") encourages, but does not require,
companies to recognize compensation expense for grants of stock, stock
options, and other equity instruments to employees based on new fair value
accounting rules. Although expense recognition for employee stock-based
compensation is not mandatory, SFAS No. 123 requires companies that choose not
to adopt the new fair value accounting to disclose pro forma net income and
earnings per share under the new method. During 1996, the Company's
predecessor, AmeriTel, implemented the disclosure requirements of this
pronouncement. During 1996, neither the Company nor Talton Telecommunications
was a party to any stock-based compensation plans requiring the implementation
of SFAS No. 123.
 
                                      54
<PAGE>
 
                                   BUSINESS
 
GENERAL
   
  The Company is the largest independent provider of inmate telecommunications
services to correctional facilities operated by city, county, and state
authorities and other types of confinement facilities such as juvenile
detention centers, private jails, and halfway houses. As of September 30,
1997, the Company owned and operated inmate telephones located in 1,781
correctional facilities in 43 states. Management believes that the Company
provides inmate telecommunications services to over 75% of the county
correctional facilities in the states of Alabama, Illinois, Iowa, Kansas,
Missouri, Nebraska, and Utah and to over 50% of the county correctional
facilities in the states of Colorado, Idaho, Indiana, Kentucky, Minnesota,
Mississippi, Montana, Ohio, Oklahoma, South Dakota, and Tennessee. For the
year ended December 31, 1996 and the nine months ended September 30, 1997, the
Company generated pro forma revenues of $139.4 million and $102.5 million,
respectively, and pro forma EBITDA (as defined) of $24.9 million and $15.0
million, respectively. Management estimates that the market for local and
county correctional facilities exceeds $700,000,000 in gross revenues
annually. Management estimates that approximately 55% of this market is
controlled by RBOCs or other LECs and by IXCs. The remainder of this market is
served by independent service providers such as the Company, with the Company
accounting for approximately 50% of the market served by independent service
providers. Management believes that no other independent provider accounts for
more than 5% of the revenue derived from inmate telephone operations at local
and county correctional facilities.     
   
  The Company's inmate telecommunications business consists of owning,
operating, servicing, and maintaining a system of telephones located in
correctional facilities and providing related services. The Company enters
into multi-year agreements with the correctional facilities pursuant to which
the Company serves as the exclusive provider of telecommunications services to
inmates within each facility. In exchange for the exclusive service rights,
the Company pays a negotiated commission to the correctional facility based
upon actual inmate telephone use. The Company installs and generally retains
ownership of the telephones and related equipment. Under the terms of the
Company's agreements with correctional facilities, these commissions are a
function of revenues generated from inmate telephone use. For the nine months
ended September 30, 1997 pro forma facility commissions were approximately 28%
of pro forma operating revenues. In addition, the Company provides services
that are tailored to the specialized needs of the corrections industry and to
the requirements of the individual correctional facility, such as a
specialized law enforcement management system, call activity reporting, and
call blocking. The Company also generates revenues from public pay telephones
that are ancillary to its inmate telecommunications business.     
 
  The Company was formed in November 1996 to consummate the acquisitions of
AmeriTel and Talton Telecommunications, thereby combining the unique strengths
of two recognized independent providers of inmate telecommunications services.
The Company was formed by EUF Talton, an affiliate of EUFCC, a private
investment banking and consulting firm, the principals of which are
experienced in acquiring and integrating the operations of companies in
consolidating industries. The Company has recently been awarded the contract
with the Department of Corrections of the State of North Carolina to provide
inmate telephone services. The agreement covers 96 correctional facilities
with a current inmate population of approximately 32,000. The Company will
also provide coin telephone service for 1,600 telephones throughout North
Carolina in connection with this contract. With the acquisition of AmeriTel,
the Company acquired a management team with extensive experience in
identifying, consummating, and integrating acquisitions in the inmate
telecommunications industry. With Talton Telecommunications, the Company
acquired a billing and bad-debt management system that management believes
significantly reduces operating costs and affords the Company a competitive
advantage in the industry. With the acquisition of STC, the Company augmented
its information technology and services offered with, among other assets, a
specialized law enforcement management information system. The Company
believes that this system will be instrumental in retaining STC's customers
and will assist the Company in retaining existing and obtaining new customers.
   
  On July 31, 1997, the Company acquired CCC. With this acquisition, the
Company acquired CCC's proprietary call processor technology, which management
believes will reduce the Company's installation and operating costs. CCC
generated revenues of approximately $9.6 million in 1996. On October 6 , 1997,
the Company consummated the Invision Acquisition. Invision generated revenues
of approximately $48.9 million in 1996.     
 
                                      55
<PAGE>
 
  The Company has pursued a strategy of increasing its installed base of
inmate telephones through selective acquisitions of other inmate
telecommunications operators and has successfully completed 27 acquisitions in
the industry since 1993. The following table sets forth the acquisition
history of the Company:
 
<TABLE>
<CAPTION>
                                                                        TOTAL NUMBER OF           PRIMARY
 DATE                          SELLER                                  FACILITIES SERVED       STATES SERVED
 ----                          ------                                  -----------------       -------------
 <C>                           <C>                                     <C>               <S>
 January 1993                  Pay-Comm Systems Corp.                           7        Iowa
 January 1993 to February 1994 Pay-Tel of America, Inc.                        94        Colorado, Iowa, Kansas,
                               (4 transactions)                                          Missouri,
                                                                                         Oklahoma, South Dakota,
                                                                                         Wisconsin
 February 1993                 Best Serve, Inc.                                60        Iowa, Kansas, Missouri,
                                                                                         Nebraska,
                                                                                         South Dakota
 July 1993                     Coin Telephone, Inc.                            37        North Carolina, South
                                                                                         Carolina
 April 1994                    Ad/Vantage Communications                       12        Missouri, Iowa, South
                               Consultants, Inc.                                         Dakota
 April 1994                    World Communications                             1        Missouri
 June 1994 to June 1996        Peoples Telephone Company, Inc.                224        Arkansas, Colorado
                               (6 transactions)                                          Idaho, Iowa, Kansas,
                                                                                         Minnesota, Missouri,
                                                                                         Nebraska, New Mexico,
                                                                                         North Dakota, Oklahoma,
                                                                                         South Dakota, Utah,
                                                                                         Washington, Wisconsin
 September 1994                Phone Management Properties                      8        Minnesota
 October 1994                  Midwest Communications, Inc.                     9        Minnesota, North Dakota
 October 1994                  Star Payphones, Inc.                            10        Minnesota
 March 1995                    Inmate Tel.                                     26        Louisiana, Mississippi,
                                                                                         Texas
 June 1995                     Publicom, Inc.                                  26        Indiana, Michigan, Ohio
 January 1996                  Intellipay Systems, Inc.                        37        Indiana, Michigan, Ohio,
                                                                                         West Virginia
 May 1996                      Value-Added Communications, Inc.                 3        Florida
 June 1996                     Executone (Steelweb, Inc.)                      57        California, Colorado,
                                                                                         Kansas, Maryland,
                                                                                         Oklahoma, South
                                                                                         Carolina, Tennessee,
                                                                                         Texas, Washington
 February 1997                 North American Intellicom                        5        Oklahoma, Texas
 May 1997                      Tri-T, Inc. (Tataka)                            20        Utah
 July 1997                     Correctional Communications                     26        California
                               Corporation (CCC)
 October 1997                  Communications Central, Inc. (Invision)        595        California, Illinois,
                                                                                         Indiana, Kentucky,
                                                                                         Massachusetts, Tennessee
</TABLE>
 
INDUSTRY OVERVIEW
 
 Corrections Industry
 
  The corrections industry has experienced dramatic growth over the last
decade as a result of societal and political trends. Recent anti-crime
legislation, including mandatory sentencing guidelines, limitations on parole,
and spending authorizations for crime prevention and construction of
additional correctional facilities have contributed to this industry growth.
The U.S. has one of the highest incarceration rates of any country in the
world. The U.S. Department of Justice estimates that as of June 30, 1996 there
were approximately 1.6 million inmates housed in U.S. correctional facilities,
or approximately one inmate for every 163 U.S. residents. Of this total,
approximately two-thirds were housed in federal and state prisons and
approximately one-third were housed in city and county correctional
facilities.
 
  According to U.S. Department of Justice statistics, the inmate population in
federal and state prisons, which generally house inmates for longer terms than
city and county facilities, increased from approximately 743,000 at December
31, 1990 to approximately 1.1 million at June 30, 1996, representing an
average annual growth rate of approximately 7.6%. The inmate population in
city and county facilities, which generally house inmates for terms of one
year or less, increased from approximately 405,000 at June 30, 1990 to
approximately 518,000 at June 30, 1996, representing an average annual growth
rate of approximately 4.2%. At June 30, 1996, approximately 92.0% of city and
county jail capacity in the U.S. was occupied.
 
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  Over the past several years, the private corrections industry has also
experienced dramatic growth. Increasing costs and rising inmate populations
have led a number of jurisdictions to privatize all or a portion of their
corrections operations in an attempt to control or lower expenditures. From
December 31, 1989 to December 31, 1996, the rated capacity of privately
managed adult correctional facilities in the U.S. increased from 10,973 beds
to 77,584 beds, representing an annual growth rate of approximately 32.2%.
Although 25 states have expressed statutory authority for privatized
corrections at the state level, only approximately 2.6% of the nation's inmate
population was housed in privately managed facilities as of December 31, 1996.
 
 Inmate Telecommunications Industry
 
  The inmate telecommunications industry is characterized by the specialized
telecommunications systems and related services required to address the unique
needs of the corrections industry. Security and public safety concerns
associated with inmate telephone use require that correctional facilities have
the ability to control inmate access to telephones and to certain telephone
numbers and to monitor inmate telephone activity. In addition, concerns
regarding fraud and the credit quality of the parties billed for inmate
telephone usage have also led to the development of systems and procedures
unique to this industry.
 
  Inmate telephones in the U.S. are operated by a large and diverse group of
service providers, including RBOCs, other LECs, IXCs, such as AT&T, MCI,
Sprint, and LDDS/Worldcom, and independent public pay telephone and inmate
telephone companies. Within the inmate telecommunications industry, companies
compete for the right to serve as the exclusive provider of inmate calling
services within a particular correctional facility. Contracts may be awarded
on a facility-by-facility basis, such as for most city or county correctional
systems, which generally include small and medium-sized facilities (less than
250 beds), or system-wide, such as for most state prison systems. Generally,
contracts for federal facilities and state systems are awarded pursuant to a
competitive bidding process, while contracts for city and county facilities
are often negotiated with a single party. Contracts generally have multi-year
terms and typically contain renewal options. As part of the service contract,
the service provider generally installs, operates, and maintains all inmate
telecommunications equipment. In exchange for the exclusive contract rights,
the service provider pays a commission to the operator of the correctional
facility based upon inmate telephone use.
 
  Inmates are generally allowed to make only collect calls from correctional
facilities. Because collect calls have, on average, the second highest revenue
per call (after operator-assisted, person-to-person calls), revenues per
inmate telephone have historically been higher than for public pay telephones.
In addition, maintenance and related labor costs for inmate telephones are
generally lower than for public pay telephones due to the use of automated
operator services and the absence of expenses associated with coin collection
and repairs of coin mechanisms. However, the inmate telecommunications
industry has also historically experienced higher levels of uncollectible
accounts and fraud than the public pay telephone market.
 
 
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BUSINESS STRATEGY
 
  The Company was formed to capitalize on consolidation opportunities that the
Company believes exist within the highly fragmented inmate telecommunications
industry. The Company's primary business objectives are to be a cost-
efficient, high-quality provider of telecommunications services to
correctional facilities in the U.S. and to continue to expand its installed
base of inmate telephones. The Company has developed and is implementing the
following strategies to meet these objectives:
     
  . Target the corrections industry with specialized products and
    services. The Company has developed specialized telecommunications
    systems and services to focus on the unique needs of the corrections
    industry. In addition to telecommunications services, the Company offers
    its LEMS system, which includes jail management, victim notification, and
    prisoner profile software packages.     
 
   The Company markets its telecommunications system and services through a
   sales force consisting largely of former law enforcement officials and
   others with experience in the corrections and telecommunications
   industries. The Company also maintains a staff of trained field service
   technicians and independent telecommunications service contractors, which
   enables the Company to respond quickly (typically within 24 hours) to
   service interruptions. In each of the last three years, the Company has
   retained in excess of 95% of its beginning of the year customer base
   through contract extensions or renewals.
 
  . Reduce operating costs and bad-debt expense. The Company has developed a
    billing and bad-debt management system that management believes
    significantly reduces operating costs and affords the Company a
    competitive advantage in the inmate telecommunications industry.
    Management believes that, through the use of the Company's system, which
    was developed by Talton Telecommunications, the Company has achieved
    levels of billing and collection costs and bad-debt expense that are
    generally lower than those experienced by other competitors in the inmate
    telecommunications industry. Management is currently implementing this
    system throughout the Company's existing operations and intends to
    implement this system in future acquired operations.
 
   The Company also utilizes direct billing agreements with LECs to bill and
   collect a majority of its operating revenues. Under the direct billing
   agreements, the LEC includes charges for the Company's services on the
   local telephone bill sent to the recipient of inmate collect calls.
   Management believes that direct billing arrangements with LECs are
   advantageous because they eliminate the costs associated with third party
   billing arrangements that are utilized by a majority of independent
   inmate telecommunications companies, expedite the billing and collection
   process, increase collectibility, and reduce account charge-offs. As of
   November 30, 1996, the Company had negotiated direct billing agreements
   with BellSouth and GTE South, which enabled the Company to direct bill
   approximately 46% of its pro forma operating revenues. The increased
   telecommunications traffic that resulted from the combination of AmeriTel
   and Talton Telecommunications enabled the Company to enter into new
   direct billing arrangements, which, as of June 1997, enabled the Company
   to direct bill in excess of 85% of its operating revenues.
     
  . Expand through internal growth. The Company actively seeks to increase
    cash flow by installing additional telephones with current customers that
    are expanding and by securing new contracts. From January 1997 through
    September 1997, the Company signed 72 new contracts for facilities,
    including contracts for the state of Alaska and state of North Dakota
    prison systems and a new 1,500-bed CCA facility in Ohio. Through its
    sales force, the Company emphasizes the knowledge, experience, and
    reputation of the Company in the inmate telecommunications industry, its
    high level of service, and the additional specialized products and
    services offered by the Company to its correctional facility customers.
    Historically, the Company has focused on providing telecommunication
    services to small and medium-sized correctional facilities (typically
    city or county facilities with fewer than 250 beds). From June 30, 1990
    to June 30, 1996, the inmate population in city and county jails
    increased at an average annual rate of approximately 4.2%, to
    approximately 518,000 of the 1.6 million individuals incarcerated in the
    U.S. The Company also intends to selectively pursue additional state and
    federal contracts that become available for bid.     
 
 
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   Management also believes that the growth of the private corrections
   industry provides the Company opportunities for further expansion. The
   private corrections industry has experienced dramatic growth over the
   last several years, with the rated capacity of privately managed adult
   correctional facilities in the U.S. increasing from 10,973 beds at
   December 31, 1989 to 77,584 beds at December 31, 1996, representing an
   annual growth rate of approximately 32.2%. As the largest provider of
   inmate telecommunications services to CCA, the largest private prison
   management company in the U.S., the Company is positioned to continue to
   benefit from the growth in the private corrections industry.
 
  . Pursue selective consolidating acquisitions. Management believes that the
    inmate telecommunications industry is highly fragmented, which affords
    significant opportunities for consolidation. Independent inmate telephone
    companies are generally small, local, or regional operators that may lack
    the financial resources and infrastructure necessary to achieve the
    efficiencies and economies of scale necessary to develop new systems and
    services to compete effectively for new customers and, as such, present
    attractive acquisition opportunities for the Company. In addition,
    management believes that the Telecom Act, which requires RBOCs to
    decouple their pay phone operations from their local telephone
    businesses, will contribute to the consolidation opportunities existing
    in the market. As a result of the decoupling mandated under the Telecom
    Act, RBOCs are no longer entitled to earn a minimum rate of return on
    their pay phone business, including their inmate pay phone business. In
    addition, RBOCs will be required to charge their own pay phone business
    the same rates for local exchange service that RBOCs charge to third
    party pay phone operators for the same service. For these reasons, and
    because of the incremental costs to the RBOCs to operate their pay phone
    business as a separate business, management believes that RBOCs may
    reevaluate their pay phone operations, which could increase acquisition
    opportunities for the Company.
 
   Management believes that the Company's experience in acquiring
   independent inmate telecommunication companies will be instrumental in
   identifying acquisition candidates, negotiating favorable terms, and
   integrating the acquired operations into the Company. Since January 1993,
   the Company has successfully completed 27 acquisitions ranging from the
   purchase of relatively small local inmate telecommunication service
   providers to the acquisition of larger groups of inmate facility
   telecommunications contracts and related assets, including those of
   Peoples Telephone Company, Inc. for a seven state region in the
   midwestern U.S. In May 1997, the Company acquired the inmate
   telecommunications operations of Tataka, the leading independent inmate
   telecommunications service provider in the state of Utah; on July 31,
   1997, the Company acquired substantially all of the assets of CCC; and on
   October 6, 1997, the Company consummated the Invision Acquisition.
 
  . Increase geographic concentration/clustering. The Company seeks to
    increase market penetration in the states in which it operates. High
    market penetration contributes to operating efficiencies through
    economies of scale and enables the Company to provide better customer
    service and more meaningful call activity reports to its correctional
    facility customers. The Company currently serves all of the state
    operated correctional facilities and 63 of 72 county correctional
    facilities in Alabama, 83 of 95 county correctional facilities in Iowa,
    82 of 94 county correctional facilities in Kansas, 104 of 108 county
    correctional facilities in Missouri, 52 of 67 county correctional
    facilities in Nebraska, 21 of 26 county correctional facilities in Utah,
    and over half of the county correctional facilities in Colorado,
    Minnesota, Mississippi, Oklahoma, and South Dakota.
 
  . Capitalize upon economies of scale. Management believes that the
    combination of AmeriTel and Talton Telecommunications, in addition to the
    completion of the STC Acquisition, has improved operating efficiencies,
    and that additional improvements in efficiency will result from future
    acquisitions. As a result of the increased telecommunications traffic and
    greater market leverage obtained by the Company in connection with its
    acquisitions of AmeriTel and Talton Telecommunications, the Company
    negotiated more favorable terms from its primary long distance carrier,
    LDDS/Worldcom, which has reduced the Company's long distance expenses. To
    the extent that the Company is successful in further increasing its
    telecommunications traffic through new installations or acquisitions, the
    Company expects to be able to negotiate even more favorable terms from
    its long distance providers. Management also believes that the
 
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<PAGE>
 
   continuing deregulation of local exchange services will enable the Company
   to negotiate more favorable rates from incumbent LECs and competitive
   local exchange carriers. In addition, management believes that the
   Company's existing infrastructure allows the Company to operate new and
   acquired inmate telephones in its existing markets without significant
   incremental field service, collection, and other general and
   administrative costs. Management believes that the expansion of the
   Company's installed base of inmate telephones will also allow the Company
   to enter into additional direct billing agreements, thereby decreasing
   billing and collection costs and bad-debt expense, and increasing the
   effectiveness of the Company's call validation process.
 
OPERATIONS
 
 Contracts
 
  The Company has contracts to provide inmate telecommunications services on
an exclusive basis to correctional facilities ranging in size from small
municipal jails to large, state-operated facilities, as well as other types of
confinement facilities, including juvenile detention centers, private jails,
and halfway houses. The Company's contracts have multi-year terms, and
typically contain renewal options. Typically, the Company negotiates
extensions of its contracts before the end of their stated terms, in each of
the last three years, the Company has retained more than 95% of its beginning
of the year customer base through contract extensions or renewals. Although
the Company has experienced what management believes to be a high retention
rate on contracts that come up for renewal, there can be no assurance that the
Company will be successful in renewing existing inmate telephone contracts in
the future. The average remaining term of the Company's contracts with
facilities is approximately 3 years. The Company's contracts generally provide
for automatic renewal unless terminated by written notice a specified period
of time before the end of a calendar year. The Company believes that its
customer retention rate for 1997 will be at least as favorable as its
historical rate for the last three years.
 
 Marketing
 
  The Company seeks new contracts by participating in competitive bidding
processes and by negotiating directly with the individuals or entities
responsible for operating correctional facilities. The Company markets its
inmate telecommunications services through a sales staff largely made up of
former law enforcement officials and others with experience in the corrections
and telecommunications industries who understand the specialized needs of
correctional facilities. The Company's marketing strategy emphasizes the
knowledge, experience, and reputation of the Company in the inmate
telecommunications industry, its high level of service, and the additional
specialized products and services offered by the Company. The Company relies
on the experience and background of its sales staff to effectively communicate
the capabilities of the Company to both existing and potential customers. In
addition to conducting in-person sales calls on the operators of correctional
facilities, the Company participates in trade shows and is active in local law
enforcement associations.
 
  The Company has historically focused its marketing efforts on city and
county correctional facilities. City and county facilities house inmates for
shorter durations than federal and state prisons and generally have higher
inmate call volumes. In addition, because bidding for contracts to serve city
and county correctional facilities is generally less competitive than that for
state and federal facilities, the Company pays relatively lower commission
rates for these facilities. However, because of their smaller size and limited
resources, these facilities typically require a higher level of service than
federal and state facilities.
 
 Products and Services
 
  Management believes that the specialized products and services offered by
the Company differentiate the Company from its competitors. These services
include the use of the Company's LEMS system, which includes jail management,
victim notification, and prisoner profile software packages. LEMS is a
computer-based system that allows prison authorities to better manage facility
operations and track operating information, including, among other data,
inmate profiles, payroll, and inventory. The Company offers LEMS to
correctional facilities at
 
                                      60
<PAGE>
 
no up-front cost in exchange for lower commission rates and longer contract
terms. LEMS is a key selling point for the Company to potential customers and
will also be marketed to its existing customers. The Company also offers
additional services tailored to the corrections industry such as Guardcheck, a
system that verifies the completion of guard rounds, "man down" notification,
an emergency notification system that indicates when a guard needs assistance,
and jail training services. The Company's jail training services include
Company sponsored training seminars for jail personnel on a variety of topics
including safety and fraud detection. In addition, the Company's call activity
reporting capabilities and its ability to control inmate access to specific
telephone numbers through call blocking are valuable services to correctional
facilities. These specialized products and services afford the Company a
competitive advantage because it is less likely that a correctional facility
will be able to replace all of the services provided by the Company from a
single alternative source, or from several alternative sources, on an
economical basis.
 
 Systems and Equipment
 
  The Company currently utilizes automated operator calling systems that
consist of purchased and internally developed software applications installed
on specialized equipment. The Company's specialized systems limit inmates to
collect calls, validate and verify the payment history of each number dialed
for billing purposes, and confirm that the destination number has not been
blocked. If the number is valid and has not been blocked, the system
automatically requests the inmate's name, records the inmate's response, and
waits for the called party to answer. When the call is answered the system
informs the called party that there is a collect call, plays back the name of
the inmate in the inmate's voice, and instructs the called party to accept or
reject the call. The system only completes calls that have been accepted by
the called party.
 
  The system automatically records the details of each call (i.e., the number
called and the length of the call) and transmits the data to the Company's
centralized billing center for bill processing and input into the Company's
call activity database. See "Billing and Collection." The Company's database
of telephone numbers and call activity allows the Company to provide extensive
call activity reports to the correctional facilities and to law enforcement
authorities, in addition to identifying numbers appropriate for blocking, thus
helping to reduce the number of uncollectible calls. These include reports of
frequently called numbers, calls of longer than normal duration, and calls by
more than one inmate to the same number, which can assist law enforcement
authorities in connection with ongoing investigations. Management believes
this database offers competitive advantages, particularly within states in
which the Company has achieved substantial market penetration.
 
 Maintenance and Service
 
  The Company provides and installs the telephone system in each correctional
facility at no cost to the operator of the facility and generally performs all
maintenance activities. The Company maintains a geographically dispersed staff
of trained field service technicians and independent contractors, which allows
the Company to respond quickly (typically within 24 hours) to service
interruptions. In addition, the Company has the ability to make some repairs
remotely through electronic communication with the installed equipment without
the need of an on-site service call. Management believes that system
reliability and service quality are particularly important in the inmate
telecommunications industry because of the potential for disruptions among
inmates if telephone service remains unavailable for extended periods.
 
 Billing and Collection
   
  The Company uses direct and third party billing agreements to bill and
collect phone charges. Under direct billing agreements, the LEC includes
collect call charges for the Company's services on the local telephone bill
sent to the recipient of the inmate collect call. The Company generally
receives payment for such calls thirty days after the end of the month in
which the call is submitted to the LEC for billing. The payment received by
the Company is net of a service fee and net of write-offs of uncollectible
accounts for which the Company previously received payment, or net of a
reserve for bad-debt expense.     
 
 
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<PAGE>
 
  Unlike many smaller independent service providers with lower
telecommunications traffic, the Company has been able to enter into direct
billing agreements in most of its markets because of the Company's high market
penetration. As of November 30, 1996, the Company had negotiated direct
billing agreements with BellSouth and GTE South, which enabled the Company to
direct bill approximately 46% of its pro forma operating revenues. The
increased telecommunications traffic that resulted from the combination of
AmeriTel and Talton Telecommunications enabled the Company to enter into new
direct billing arrangements, which, as of June 1997, enable the Company to
direct bill over 85% of its operating revenues. Management believes that
direct billing agreements with LECs decrease bad-debt expense and billing
expenses by eliminating an additional third-party billing entity, while
expediting and increasing collectibility. In addition, direct billing
agreements help the Company resolve disputes with billed parties by
facilitating direct communication between the Company and the called party,
thereby reducing the number of charge-offs.
 
  In the absence of a direct billing arrangement, the Company bills and
collects its fees through a third party billing and collection clearinghouse
that has a billing and collection agreement with the LEC. When the Company
employs a third party billing and collection clearinghouse, the account
proceeds are forwarded by the various LECs to the clearinghouse, which then
forwards the proceeds to the Company, less a processing fee. With both direct
and third party billing and collection agreements, the Company reconciles its
call records with collections and write-offs on a regular basis. The entire
billing and collection cycle (including reconciliation) generally takes
between four and eight months after the call record is submitted to the LEC or
to a third party billing and collection clearinghouse by the Company.
 
  The Company's specialized billing and bad-debt management system integrates
its direct billing arrangements with LECs with its call blocking, validation,
and customer inquiry procedures. Through the use of this system, which was
developed by Talton Telecommunications, the Company has experienced levels of
bad-debt expense that are generally lower than those experienced in the inmate
telecommunications industry. Management is currently implementing this system
throughout the Company's existing operations and intends to implement this
system in future acquired operations.
 
 Long Distance and Local Exchange Costs
 
  Effective January 1997, as a result of the increased telecommunications
traffic and greater market leverage obtained by the Company in connection with
its acquisitions of AmeriTel and Talton Telecommunications, the Company was
able to negotiate more favorable terms from its primary long distance carrier,
LDDS/Worldcom, which has reduced the Company's long distance expenses. The
Company expects to continue to benefit from this reduced long distance cost
structure and further reduce costs as the Company consummates additional
acquisitions and increases its long distance traffic. The Company also
maintains relationships with other long-distance carriers, including AT&T and
MCI.
 
  The Company obtains local exchange services from LECs. The cost of local
exchange services is tariffed in certain jurisdictions. As the deregulation of
the telecommunications industry, including local exchange service, continues
the Company is exploring alternative sources for its local exchange service
requirements. Management believes that the deregulation of local exchange
service could result in additional cost savings to the Company.
 
OTHER OPERATIONS
   
  The Company owns, operates, services, and maintains a system of
microprocessor controlled public pay telephones that are ancillary to its
inmate telecommunications business. The Company occasionally installs public
pay telephones as an accommodation to, or pursuant to a contract requirement
imposed by, its correctional facility customers. As of September 30, 1997, the
Company had 1,779 public pay telephones installed in 29 states. The Company
obtains contracts with location owners to operate public pay telephones at
locations such as shopping centers, convenience stores, service stations,
grocery stores, restaurants, and truck stops. Such contracts usually provide
for the payment of a commission by the Company to the location owner based on
revenues generated by the telephones.     
 
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<PAGE>
 
COMPETITION
 
  In the inmate telecommunications business, the Company competes with
numerous independent providers of inmate telephone systems, LECs, and IXCs
such as AT&T and MCI. Many of the Company's competitors are larger and better
capitalized with significantly greater financial resources than the Company.
The Company believes that the principal competitive factors in the inmate
telecommunications industry are (i) system features and functionality; (ii)
system reliability and service; (iii) the ability to customize inmate call
processing systems to the specific needs of the particular correctional
facility; (iv) relationships with correctional facilities; and (v) rates of
commissions paid to the correctional facilities. The Company competes for
business on local, county, and state levels, and in privately managed
correctional facilities, and intends to compete for business at the federal
level on a selective basis.
 
  Historically, federal and state correctional facilities, which are generally
bid on a system-wide basis, have been served by RBOCs, large LECs, and major
long distance companies, which are able to leverage their existing systems and
infrastructure to serve these large, high-volume customers without significant
additional capital expenditures. These same service providers, however, have
generally not focused on the smaller city and county correctional systems,
service contracts for which may be awarded on a facility-by-facility basis.
Because of the variance in the level of service required by these relatively
small facilities, service providers must maintain a more extensive service
infrastructure in order to compete within this segment of the corrections
industry. Due to greater costs associated with serving smaller facilities and
their lower volume of telecommunications traffic, management believes that
large service providers have historically found the smaller facilities less
attractive to serve. As a result, a significant portion of city and county
correctional facilities are served by independent inmate telephone and public
pay telephone companies. Management believes that the market for city and
county correctional facilities is fragmented and is occupied by a number of
competing service providers.
 
REGULATION
 
  The inmate telephone industry is regulated at the federal level by the FCC
and at the state level by the public utility commissions of the various
states. In addition, from time to time, legislation may be enacted by Congress
or the various state legislatures that affects the telecommunications industry
generally and the inmate telephone industry specifically. Court decisions
interpreting applicable laws and regulations may also have a significant
effect on the inmate telephone industry. Changes in existing laws and
regulations, as well as the adoption of new laws and regulations applicable to
the activities of the Company or other telecommunications business, could have
a material adverse effect on the Company.
 
 Federal Regulation
 
  Prior to 1996, the federal government's role in the regulation of the inmate
telephone industry was limited. The enactment of the Telecom Act, however,
marked a significant change in the scope of federal regulation of inmate
telephone service. Section 276 of the Telecom Act directed the FCC to
implement rules to overhaul the regulation of the provision of pay telephone
service, which Congress defined to include the provision of inmate telephone
service in correctional institutions.
 
  Before adoption of the Telecom Act, LECs generally included inmate telephone
operations as part of their regulated local exchange telephone company
operations. This allowed the LECs to pool revenue and expenses from their
monopoly local exchange operations with revenue and expenses from their inmate
telephone operations. This mingling of operations made possible the
subsidization of the LECs' inmate operations through other regulated revenues.
The LECs were also able to shift certain costs from their inmate operations to
their local exchange monopoly accounts. In particular, the LECs were able to
pool the bad debt from their inmate operations with their other bad debt.
Because inmate telephone providers act as their own carrier, they bear the
risk of fraudulent calling and uncollectible calls and other bad debt. Bad
debt is substantially higher in the inmate telephone industry than in other
segments of the telecommunications industry. The LECs' practice of pooling bad
debt shifts the high costs of bad debt from inmate telephone operations to the
expense accounts of other LEC operations, presenting a vehicle for the cross-
subsidization of the LECs' inmate operations, which, in turn,
 
                                      63
<PAGE>
 
has allowed the LECs to offer commissions to correctional facilities that are
significantly higher than those that independent inmate telephone providers
can offer.
 
  Section 276 directed the FCC to adopt regulations to end the LECs'
subsidization of their inmate telephone operations from regulated revenues.
Congress also directed the FCC to ensure that the LECs could not discriminate
in favor of their own operations to the competitive detriment of independent
inmate telephone providers. Finally, Congress required the FCC to ensure that
all inmate telephone providers were fairly compensated for "each and every"
call made from their telephones.
 
  To carry out its Congressional mandate, the FCC adopted regulations
requiring all LECs to transfer their inmate telephone operations from their
regulated accounts to the LECs' unregulated accounts no later than April 15,
1997. While the FCC's rules implementing Section 276 are designed to eliminate
cross-subsidization and cost-shifting, there are significant questions
regarding their ultimate effect. For example, it is unclear whether the FCC's
rules will fully prevent the shifting of bad debt from inmate operations to
the LECs' regulated accounts. Since the bad debt arises from the charges for
collect calls, which have traditionally been regulated carrier activities, the
FCC has not yet fully resolved exactly how the bad debt from inmate operations
will be allocated between regulated and unregulated accounts.
 
  The FCC also addressed the one-time transfer of existing inmate telephone
operation assets from the LECs' regulated accounts to the unregulated accounts
established for inmate telephone operations. The FCC ordered the transfer of
those assets at their net book value rather than at their fair market value.
The inmate telecommunications industry had argued to the FCC that the transfer
should be accomplished at the assets' fair market value, including the value
of the contracts between the LECs' inmate operations and correctional
facilities. The net book value of those assets is much lower than their fair
market value. As a result of the below market valuation of the assets, the
LECs' inmate telephone operations may be able to post nominally higher returns
on their assets than they would otherwise be able to and hence relieve
operating pressures for returns on assets. This also could result in a
competitive advantage for the LECs with respect to access to capital markets
vis-a-vis the Company and other independent inmate telephone providers. While
this issue may be raised in a currently pending court challenge by the inmate
telecommunications industry of the FCC's decision, the prospects are uncertain
since the court has already ruled in the FCC's favor on this issue in an
interpretation of Section 276 that is the same as the one the FCC adopted
regarding inmate telephone operations.
 
  To eliminate discrimination, the FCC required, among other things, that the
LECs' inmate telephone operations take any tariffed services from its
regulated operations at the tariffed rate for the service, rather than the
actual cost of the service. Before the Telecom Act, the LECs' inmate
operations were able to take these services at some variant of their
underlying costs without regard to the tariffed rate being charged to
independent providers. Under the Telecom Act, the LECs' inmate operations must
take tariffed services on an arm's length basis, at tariffed rates that are
subject to regulatory approval. Further, the rates for the tariffed services
offered to both the LECs' inmate telephone operations and independent inmate
telephone providers must be developed on a consistent basis. The test that the
FCC has mandated for the pricing of services to both independent inmate
telephone providers and the LECs' own inmate operations will require a
reexamination of existing rates and may lead to a rate reduction for services
in some instances, while it is also possible that the rate reexamination may
result in some rate increases. In either event, the requirement for a
consistent methodology for developing rates should substantially reduce LEC
opportunities for unfavorable rate discrimination against independent inmate
telephone providers like the Company.
 
  The FCC did allow the LECs to offer certain non-tariffed services, for
example, repair and installation services, to the LECs' inmate operations on a
cost-sharing basis, which could result in some cost advantage to the LECs'
inmate operations. The LECs are free to price these services at full market
rates to independent inmate telephone providers. Independent inmate telephone
providers are not, however, dependent on the LEC for these services, as they
are with telephone lines; independent inmate telephone providers can provide
services like repair and installation with their own staff or contractors.
 
 
                                      64
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  To ensure "fair compensation" for inmate telephone providers, the FCC held
that it was not required to prescribe compensation for collect calls because
inmate providers act as their own carriers and collect the revenue from those
calls directly from end users. The inmate telephone industry had argued to the
FCC, however, that because of state-mandated ceilings on the rates for
intrastate collect calls, inmate telephone providers could not recover
adequate revenue for those calls, and accordingly, had sought an "inmate
system compensation charge" in addition to the charges collected for carrying
the call. See "--State Regulation."
 
  Because of continuing restrictions stemming from the 1984 divestiture of the
RBOCs by AT&T, the RBOCs are not able to carry long distance traffic. Prior to
the Telecom Act, the RBOCs were also precluded from choosing a long distance
carrier for calls originating from facilities where the RBOCs provided the
inmate telephone service and receiving commission revenue from that carrier.
Instead, carriers were selected by, and paid commissions directly to, the
individual correctional facilities being served by RBOCs.
 
  Pursuant to the Telecom Act, the FCC decided that the RBOCs would be allowed
to choose their own carrier for their traffic from a given correctional
facility. As a result, the RBOCs may gain the ability to negotiate higher
commission rates to be paid to them from their contracted carrier by
aggregating traffic from several facilities into a single contract with the
carrier.
 
  Many aspects of the FCC's rules implementing Section 276 are currently the
subject of requests for clarification or reconsideration by the FCC or in
collateral proceedings. In addition, several elements of the new rules are
subject to pending court challenges. The most significant is the FCC's
decision not to prescribe compensation for inmate collect calls. If the FCC is
reversed on that issue, the Company could potentially benefit from the ability
to collect additional revenue. It is not possible to predict the likelihood of
the success of the appeal, and the degree to which the Company could benefit,
if at all, would depend on the exact compensation scheme ultimately prescribed
by the FCC for inmate collect calls.
 
  Because of the pending requests for clarification, reconsiderations,
collateral proceedings, and court challenges, and because the FCC is still in
the process of implementing its new rules, the ultimate effects of the rule
changes mandated by the Telecom Act are uncertain. In particular, whether the
FCC's rules designed to eliminate subsidization and discrimination by the LECs
prove to be effective will significantly affect the level of competition faced
by the Company in the inmate telecommunications market. Similarly, because the
rules have only recently been adopted, it is too early to assess the LECs'
competitive responses to them.
 
  Apart from the FCC proceedings to implement the provisions of the Telecom
Act, there are other matters pending before the FCC that could potentially
affect the Company and its operations. In 1992, the FCC proposed a new plan
for operator assisted interstate calls, including collect calls. Collect calls
are the predominant method of calling from inmate telephones. Currently, the
inmate telephone provider generally acts as the carrier for these calls and
receives the revenues generated by the calls. Under the proposed new plan,
known as "Billed Party Preference" ("BPP"), those calls would be sent instead
to the pre-subscribed carrier of the called-party, thereby bypassing the
opportunity for the inmate telephone provider to carry, and receive revenues
from, the calls. Since the time that the FCC initially proposed BPP,
opposition has surfaced from virtually every industry segment, including large
and small LECs, IXCs, and independent providers of both pay telephone and
inmate telephoned services. The FCC has recognized that the substantial costs
of implementing BPP should lead to an examination of alternatives.
 
  In response to the FCC's BPP proposal and its subsequent call for
alternatives, an inmate telephone providers industry group, along with other
telecommunications companies and trade associations, has proposed an
alternative plan that would set caps on the rates for interstate inmate
collect calls by tying those rates to the rates charged by the largest IXCs.
The FCC is also considering requiring carriers to disclose their rates to
called parties before completing inmate collect calls. These alternative
approaches are designed to address the FCC's concerns with regard to a small
minority of inmate telephone service providers that may be charging excessive
rates, while allowing the inmate telephone industry to receive a fair rate of
return. As with the underlying BPP proposal, the rate ceiling alternative and
the disclosure option are pending before the FCC, and the outcome or
 
                                      65
<PAGE>
 
mix of remedies remains uncertain. Although a rate ceiling or disclosure
regime could be substantially less burdensome to the Company than BPP, the
ultimate effect on the Company's operations would depend on the levels at
which the ceilings were set or the nature of the disclosure.
 
  If the BPP system were to be adopted, the Company could experience a
reduction in the revenues it now receives on inmate collect calls and,
accordingly, might be unable to continue to pay its present levels of
commissions to correctional facilities for accounts. Since the FCC has stated
that inmate service providers are to recover the "fair compensation" required
under the Telecom Act from revenues they earn on those calls, and BPP would
deprive them of that revenue, adoption of BPP would require the FCC to revisit
its decision not to prescribe such compensation. The outcome of such
proceedings is extremely uncertain.
 
 State Regulation
 
  The most significant state involvement in the regulation of inmate telephone
service is the limit on the maximum rates that can be charged for intrastate
collect calls set by most states, referred to as "rate ceilings." Since
collect calls are generally the only kind of calls that can be made by inmates
in correctional facilities, the state-imposed rate ceilings on those calls can
have a significant effect on the Company's business.
 
  In many states, the rate ceilings on inmate collect calls within the
originating LEC's service area are tied to the rates charged by the LEC and
subject to state regulatory approval. Thus, where the LEC chooses not to raise
its rates, independent inmate telephone providers are precluded from raising
theirs. Prior to the passage of the Telecom Act, the LECs had less incentive
to raise their rates than independent inmate telephone providers because the
LECs were able to subsidize their inmate telephone operations and discriminate
in their favor, as described above. See "--Federal Regulation." It is possible
that as a result of the FCC's new rules designed to eliminate such subsidies,
some LECs may choose to file with their state commissions to raise their rates
for inmate collect calls. If this occurs, the Company and other independent
inmate telephone providers could also raise their rates. It is difficult to
predict the extent to which the LECs will raise their rates.
 
  For calls going outside the originating LEC's service area, there may be
state rate ceilings tied to the rates of the largest IXCs. In some cases,
these rate ceilings can also make sufficient cost recovery difficult. In
general, the cost recovery problems that arise from rate ceilings tied to IXC
rates are not as severe as the difficulties created by rate ceilings tied to
LEC rates.
 
  In its rulemaking implementing the Telecom Act, the FCC declined to address
these state rate ceilings. The FCC ruled that inmate telephone providers must
first seek relief from the state rate ceilings at the state level. The outcome
of any such proceedings at the state level, if undertaken, is uncertain.
Further, it is uncertain whether the FCC would intervene or if so, how, in the
event a state failed to provide relief. This issue is also the subject of a
currently pending court challenge by the inmate telecommunications industry.
 
  In addition to imposing rate caps, the states regulate other aspects of the
inmate calling industry. While the degree of regulatory oversight varies
significantly from state to state, state regulations generally establish
minimum technical and operating standards to ensure that public interest
considerations are met. Among other things, most states have established rules
that govern registration requirements, notice to end users of the identity of
the service provider in the form of postings or verbal announcements, and
requirements for rate quotes upon request. In some jurisdictions, in order for
the Company to operate its inmate telephones and public pay telephones, it is
necessary to become certificated and to file tariffs with the appropriate
state regulatory authority.
 
  In connection with the Exchange Offer, the Company may be required to obtain
consents or approvals of the state regulatory authorities in certain states in
which the Company conducts a limited portion of its business. The Company does
not believe that the failure to obtain such consents or approvals,
individually or in the aggregate, would have a material adverse effect on the
Company or its operations.
 
                                      66
<PAGE>
 
TRADENAMES
 
  The Company has two registered trademarks, Security Telecom Corporation(R)
and STC(R) and has developed or acquired a number of additional unregistered
tradenames that it uses in its business. Although the use of these trademarks
and tradenames has created goodwill in certain markets, management does not
believe that the loss of these trademarks and tradenames would have a material
adverse effect on the Company's operations.
 
FACILITIES
 
  The Company's principal executive offices are located in, and a portion of
its operations are conducted from, leased premises located at 1209 W. North
Carrier Parkway, Suite 300, Grand Prairie, Texas 75050. The Company also has
four additional facilities from which it conducts its operations located in
Selma, Alabama; Dublin, California; Louisville, Kentucky; and Lee's Summit,
Missouri, all of which are leased.
 
ENVIRONMENTAL
 
  The Company is subject to certain federal, state, and local environmental
regulations. Management does not expect environmental compliance to have a
material impact on the Company's capital expenditures, earnings, or
competitive position in the foreseeable future.
 
EMPLOYEES
   
  As of September 30, 1997, the Company had approximately 228 employees of
which approximately 43 were executive and administrative personnel, and
approximately 185 were sales, marketing, technical, and other operations
personnel.     
 
LEGAL PROCEEDINGS
 
  The Company is from time to time a party to legal proceedings that arise in
the ordinary course of business. Management does not believe that the
resolution of any threatened or pending legal proceedings will have a material
adverse affect on the Company.
 
                                      67
<PAGE>
 
                                  MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
   
  The following table sets forth the names and ages (as of December 1, 1997)
and positions of each of the directors and executive officers of the Company:
    
<TABLE>   
<CAPTION>
          NAME           AGE POSITION
          ----           --- --------
<S>                      <C> <C>
Julius E. Talton (1),
 (3)....................  69 Chairman of the Board
John A. Crooks, Jr......  50 President and Chief Operating Officer
Jeffrey D. Cushman......  36 Chief Financial Officer
John R. Summers.........  41 Vice President, Secretary, and Treasurer
Julius E. Talton, Jr....  37 Vice President
James E. Lumpkin........  53 Vice President
Todd W. Follmer (1).....  38 Vice President, Assistant Secretary, Assistant Treasurer, and Director
Gregg L. Engles.........  40 Director
Richard H. Hochman (1),
 (3)....................  52 Director
Jay R. Levine (2).......  41 Director
Nina E. McLemore (2)....  52 Director
Bruce I. Raben (l),
 (3)....................  44 Director
David A. Sachs (2)......  38 Director
Roger K. Sallee (3).....  49 Director
Joseph P. Urso..........  43 Director
</TABLE>    
- --------
(1) Member of the Executive Committee
(2) Member of the Audit and Finance Committee
(3) Member of the Compensation Committee
 
  Julius E. Talton. Mr. Talton became Chairman of the Board in December 1996.
From December 1996 until June 1997, Mr. Talton served as President of the
Company. Mr. Talton founded Talton Telecommunications and served as its
Chairman of the Board, President, and Chief Executive Officer from 1973 until
December 1996. Mr. Talton served as President of Talton Outdoor Advertising
from 1976 until November 1996. Mr. Talton is a Director of the People's Bank
and Trust Company in Alabama.
   
  Jeffrey D. Cushman. Mr. Cushman became Chief Financial Officer of the
Company in November 1997. From 1985 until October 1997, Mr. Cushman served in
various capacities with Electronic Data Systems Corporation, most recently as
director of Business Development for EDS's Customer Solutions Unit.     
 
  John A. Crooks, Jr. Mr. Crooks became President and Chief Operating Officer
of the Company in June 1997. From 1990 until June 1997, Mr. Crooks served in
various capacities with MCI Telecommunications Corporation, most recently as
director of Enterprise Marketing for MCI's Business Services Division.
   
  John R. Summers. Mr. Summers became Vice President, Secretary, and Treasurer
of the Company in December 1996. From April 1993 until December 1996, Mr.
Summers served as Vice President--Operations and Finance of AmeriTel. Mr.
Summers was a self-employed consultant with Summers and Associates, a
management and financial consulting firm, from January 1992 until April 1993.
    
  Julius E. Talton, Jr. Mr. Talton, Jr. became Vice President of the Company
in December 1996. Mr. Talton, Jr. served in various capacities with Talton
Telecommunications from 1986 until December 1996, most recently as Vice
President of Sales.
 
  James E. Lumpkin. Mr. Lumpkin became Vice President of the Company in
December 1996. Mr. Lumpkin served in various capacities with Talton
Telecommunications from its founding in 1973 until December 1996, most
recently as Vice President, Technical Operations.
 
  Todd W. Follmer. Mr. Follmer became Vice President, Assistant Secretary, and
Assistant Treasurer and was elected to the Company's Board of Directors in
December 1996. Mr. Follmer has been a principal of EUFCC since January 1996.
From January 1993 until December 1995, Mr. Follmer served as President of Gulf
Capital Partners Inc., a merchant banking firm. From May 1988 until December
1992, Mr. Follmer served in various capacities with Donaldson, Lufkin &
Jenrette Securities Corporation, an investment banking firm.
 
                                      68
<PAGE>
 
  Gregg L. Engles. Mr. Engles was elected to the Company's Board of Directors
in December 1996. Mr. Engles has served as Chairman and has been a principal
of EUFCC since January 1996. Mr. Engles has served as Chairman of the Board
and Chief Executive Officer of Suiza Foods Corporation since October 1994. Mr.
Engles has also served in various senior management positions with certain
subsidiaries of Suiza Foods since 1988. In addition, Mr. Engles has served as
President of Kaminski Engles Capital Corporation ("KECC") since May 1988 and
as President of Engles Management Corporation ("EMC") since February 1993.
KECC and EMC are investment banking and consulting firms. Mr. Engles was also
President of Engles Capital Corporation, an investment banking and consulting
firm, from May 1989 to October 1992. Mr. Engles is a director of Columbus
Realty Trust.
 
  Richard H. Hochman. Mr. Hochman was elected to the Company's Board of
Directors in December 1996. Mr. Hochman has served as the Chairman of Regent
Capital Management Corp., a private investment firm, since January 1995. From
1990 to December 1994, Mr. Hochman was a Managing Director of PaineWebber,
Inc., an investment banking firm. Mr. Hochman is a director of Cablevision
Systems Corporation.
 
  Jay R. Levine. Mr. Levine was elected to the Company's Board of Directors in
December 1996. Since April 1997, Mr. Levine has served as a Managing Director
of CIBC Wood Gundy Securities Corp., an investment banking firm. From
September 1996 to April 1997, Mr. Levine served as President of PPMJ, Inc., an
investment banking and consulting firm. From January 1994 to June 1996, Mr.
Levine served as President of Springfield Services, Inc. ("Springfield"), a
private investment company. From August 1990 to January 1994, Mr. Levine
served as Vice President of Morningside/North America Limited, a private
investment company affiliated with Springfield.
 
  Nina E. McLemore. Ms. McLemore was elected to the Company's Board of
Directors in December 1996. Ms. McLemore has been the President of Regent
Capital Management Corp. since January 1995. From 1990 until 1993, Ms.
McLemore served in various capacities with Liz Claiborne Accessories.
 
  Bruce I. Raben. Mr. Raben was elected to the Company's Board of Directors in
December 1996. Since February 1996, Mr. Raben has served as a Managing
Director of CIBC Wood Gundy Securities Corp., an investment banking firm. From
March 1990 to February 1996, Mr. Raben served as a Managing Director of
Jefferies & Co., an investment banking firm. Mr. Raben is a director of GT
Parent Holdings, L.D.C., Terex Corporation, Optical Security, Inc., and Equity
Marketing, Inc.
 
  David A. Sachs. Mr. Sachs was elected to the Company's Board of Directors in
December 1996. Since July 1994, Mr. Sachs has been a principal of Onyx
Partners, Inc., a merchant banking firm. From October 1990 until June 1994,
Mr. Sachs was employed at TMT-FW, Inc., an affiliate of Taylor & Co., a
private investment management firm. Mr. Sachs is a director of Terex
Corporation.
 
  Roger K. Sallee. Mr. Sallee was elected to the Company's Board of Directors
in December 1996. Mr. Sallee founded AmeriTel and served as its President and
Chief Executive Officer from July 1991 until December 1996.
 
  Joseph P. Urso. Mr. Urso was elected to the Company's Board of Directors in
December 1996. Mr. Urso has served as President and has been a principal of
EUFCC since January 1996. Since March 1996, Mr. Urso has served as Chairman of
Interstate Engineering, a manufacturing firm located in California. Mr. Urso
was a shareholder of Stutzman & Bromberg, P.C. from January 1992 until June
1995.
 
  The Company's Certificate of Incorporation divides the Board of Directors
into two classes, the "Class A/B Directors" and the "Class B Directors," with
each class serving a one-year term. The size of the Board of Directors depends
on the aggregate percentage ownership of all outstanding Common Stock held by
Gregg L. Engles, Joseph P. Urso, Todd W. Follmer, and their respective
affiliates (the "EUF Holders") and Onyx Talton Partners, L.P. and Sachs
Investment Partners and their respective affiliates (the "Onyx Holders").
 
  The size of the Company's Board of Directors is currently eleven (11)
members, with the holders of Class A Common Stock and Class B Common Stock
entitled to elect six Class A/B Directors and the holders of Class
 
                                      69
<PAGE>
 
B Common Stock entitled exclusively to elect five Class B Directors. The Class
A/B Directors are Richard H. Hochman, Jay R. Levine, Nina E. McLemore, Bruce
I. Raben, and Julius E. Talton. There is one vacant Class A/B Director
position on the Board of Directors. The Class B Directors are Gregg L. Engles,
Todd W. Follmer, David A. Sachs, Roger K. Sallee, and Joseph P. Urso.
 
  Each Class A/B Director is entitled, at all times, to one vote on any matter
voted on by the Board of Directors. The number of votes that each Class B
Director is entitled to on any matter voted on by the Board of Directors
depends on the aggregate percentage ownership of all outstanding Common Stock
held by the EUF Holders and the Onyx Holders. Each Class B Director is
currently entitled to a 0.6 director vote on any matter voted on by the Board
of Directors, resulting in the Class B Directors having an aggregate of three
(3) director votes as a class. As the EUF Holders' and the Onyx Holders'
ownership of the outstanding common stock decreases, the number of Class B
Directors that the EUF Holders have the right to designate, the aggregate
number of votes held by the remaining Class B Directors, and the size of the
Company's Board of Directors decrease (and the number of Class A/B Directors
increases), all as set forth in the Company's Certificate of Incorporation and
the Shareholders Agreement (as defined). Under the terms of the Certificate of
Incorporation and the Shareholders Agreement, the total number of votes on the
Board of Directors will remain at nine. See "Certain Relationships and Related
Transactions--Historic Relationships and Related Transactions--Acquisitions--
Shareholders Agreement" and "Description of Capital Stock."
 
EXECUTIVE COMPENSATION
 
 Summary Compensation Table
 
  The following table sets forth annual cash compensation paid or accrued by
the Company, AmeriTel, or Talton Telecommunications to the Company's Chief
Executive Officer and its other Executive Officers receiving total salary and
bonus in excess of $100,000 for the fiscal year ended December 31, 1996.
 
<TABLE>
<CAPTION>
                                                                      LONG-TERM
                                        ANNUAL COMPENSATION          COMPENSATION
                                  ---------------------------------- ------------
                                                        OTHER ANNUAL    SHARES     ALL OTHER
                                                        COMPENSATION  UNDERLYING  COMPENSATION
NAME AND PRINCIPAL POSITION  YEAR SALARY($) BONUS($)       ($)(1)    OPTIONS (#)      ($)
- ---------------------------  ---- --------- --------    ------------ ------------ ------------
<S>                          <C>  <C>       <C>         <C>          <C>          <C>
Julius E. Talton,
 Chairman of the Board
 and President..........     1996  149,975      --          --           --           --
John R. Summers,
 Vice President, Chief
 Financial Officer,
 Secretary, and
 Treasurer..............     1996   94,565  211,506(2)      --           --           --
Julius E. Talton, Jr.,
 Vice President.........     1996  101,926      --          --           --           --
James E. Lumpkin,
 Vice President.........     1996   99,376      --          --           --           --
Terry C. Matlack,
 Vice President(3)......     1996  106,000  244,500(4)      --           --           --
</TABLE>
- --------
(1) In each case, the aggregate value of perquisites and other personal
    benefit does not exceed the lesser of $50,000 or 10% of the total annual
    salary and bonus report for the named executive officer.
(2) Includes special bonuses of $195,506 paid in connection with the Company's
    acquisition of AmeriTel in December 1996.
(3) Mr. Matlack resigned as Vice President of the Company effective May 30,
    1997.
(4) Consists of a special bonus paid in connection with the Company's
    acquisition of AmeriTel in December 1996.
 
                                      70
<PAGE>
 
 Employment Agreements and Other Arrangements
   
  In connection with the Company's acquisitions of AmeriTel and Talton
Telecommunications in December 1996, the Company entered into consulting or
employment agreements with each of Julius E. Talton, Julius E. Talton, Jr.,
Roger K. Sallee, James E. Lumpkin, and John R. Summers, each of whom was a
former stockholder of AmeriTel or Talton Telecommunications. See "Certain
Relationships and Related Transactions--Consulting and Employment Agreements."
In addition, the Company is a party to an employment agreements with each of
John A. Crooks and Jeffrey D. Cushman, which are described below.     
   
  John A. Crooks joined the Company as President and Chief Operating Officer
in June 1997. The Company entered into a written employment agreement with Mr.
Crooks that has an initial term expiring on December 31, 1998, with successive
one-year renewals thereafter unless earlier terminated by the Company or Mr.
Crooks. Mr. Crooks receives an annual base salary of $170,000 and a guaranteed
bonus of $50,000 payable on or before December 31, 1997. In addition, Mr.
Crooks received the right to purchase 165 shares of the Company's Class A
Common Stock at a price of $2,000 per share, and is eligible to receive
options to acquire an additional 330 shares of Class A Common Stock at a price
of $2,000 per share. The employment agreement provides for a severance payment
equal to one year's base salary if Mr. Crook's employment is terminated by the
Company without cause. The employment agreement also contains non-competition
provisions that cover the Company's existing markets and expansion markets
that apply during the term of the agreement and for a period of three years
and two years, respectively, after the expiration or earlier termination of
the agreement.     
   
  Jeffrey D. Cushman joined the Company as Chief Financial Officer in November
1997. The Company entered into a written employment agreement with Mr. Cushman
that has an initial term expiring on December 31, 1999, with successive one-
year renewals thereafter unless notice is given by either party not later than
90 days immediately preceding the commencement of the renewal period. Mr.
Cushman receives an annual base salary of $140,000 and a one-time guaranteed
bonus of $70,000, $35,000 of which is payable on or before January 30, 1998,
and the remaining $35,000 of which is payable on or before December 31, 1998.
In addition, Mr. Cushman is eligible to receive options to purchase 100 shares
of the Company's Class A Common Stock at a price of $2,000 per share. The
employment agreement provides for a severance payment equal to one year's base
salary if Mr. Cushman is terminated by the Company without cause. The
employment agreement also contains non-competition provisions that cover the
Company's existing markets and expansion markets that apply during the term of
the agreement and for a period of one year after the expiration or earlier
termination of the agreement, provided that the one year period shall be
extended for an additional year in the event that Mr. Cushman, rather than the
Company, terminates the employment agreement.     
 
LIMITATION OF LIABILITY AND INDEMNIFICATION
 
  The Company's Certificate of Incorporation provides, consistent with the
provisions of the Delaware General Corporation Law, that no director of the
Company will be personally liable to the Company or any of its stockholders
for monetary damages arising from the director's breach of fiduciary duty as a
director. This does not apply, however, with respect to any action for
unlawful payments of dividends, stock purchases, or redemptions, nor does it
apply if the director (i) has breached his duty of loyalty to the Company and
its stockholders; (ii) does not act or, in failing to act, has not acted in
good faith; (iii) has acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, has acted in a manner
involving intentional misconduct or a knowing violation of law; or (iv) has
derived an improper personal benefit. The provisions of the Certificate of
Incorporation eliminating liability of directors for monetary damages do not
affect the standard of conduct to which directors must adhere, nor do such
provisions affect the availability of equitable relief. In addition, such
limitations on personal liability do not affect the availability of monetary
damages under claims based on federal law.
 
  The Company's By-laws provide for indemnification of its officers and
directors to the fullest extent permitted by the Delaware General Corporation
Law.
 
                                      71
<PAGE>
 
                            PRINCIPAL STOCKHOLDERS
 
  The following table sets forth the beneficial ownership of the Company's
capital stock as of September 30, 1997 by (i) each stockholder known by the
Company to beneficially own more than 5% of any class of the Company's
outstanding capital stock; (ii) each director of the Company; (iii) each
executive officer named in the Summary Compensation Table; and (iv) all
executive officers and directors as a group.
 
<TABLE>   
<CAPTION>
                                               SHARES BENEFICIALLY OWNED
                          -------------------------------------------------------------------
                          NUMBER OF          NUMBER OF                     NUMBER OF
                          SHARES OF          SHARES OF            PERCENT  SHARES OF
                           CLASS A            CLASS B             OF TOTAL  SENIOR
                           COMMON   PERCENT   COMMON   PERCENT OF  VOTING  PREFERRED PERCENT
NAME OF BENEFICIAL OWNER    STOCK   OF CLASS   STOCK     CLASS    POWER(1)   STOCK   OF CLASS
- ------------------------  --------- -------- --------- ---------- -------- --------- --------
<S>                       <C>       <C>      <C>       <C>        <C>      <C>       <C>
Julius E. Talton(2).....   2,062.5    13.8%      --        -- %     12.5%   2,500.0    42.2%
John A. Crooks, Jr. ....       --      --        --        --        --         --      --
Jeffrey D. Cushman......       --      --        --        --        --         --      --
Julius E. Talton,
 Jr.(2).................   1,237.5     8.3       --        --        7.5    1,500.0    25.3
James E. Lumpkin(2).....     825.0     5.5       --        --        5.0    1,000.0    16.9
John R. Summers.........     100.0      *        --        --         *         --      --
Todd W. Follmer(3)......       --      --      100.0      25.0       2.4        --      --
Gregg L. Engles(3)......     150.0     1.0     100.0      25.0       3.3        --      --
Richard H. Hochman(4)...   2,000.0    13.4       --        --       12.1        --      --
Jay R. Levine(5)........       --      --        --        --        --         --      --
Nina E. McLemore(6).....   2,000.0    13.4       --        --       12.1        --      --
Bruce I. Raben(5).......       --      --        --        --        --         --      --
David A. Sachs(7).......     250.0     1.7      31.5       7.9       2.3        --      --
Roger K. Sallee.........      53.0      *        --        --        --        61.7     1.0
Joseph P. Urso(3).......       --      --      100.0      25.0       2.4        --      --
CIBC Wood Gundy
 Ventures, Inc.(8)......   5,935.5    37.1       --        --       33.8        --      --
Regent Capital Partners,
 L.P.(9)................   2,000.0    13.4       --        --       12.1        --      --
Onyx Talton Partners,
 L.P.(10)...............       --      --      100.0      25.0       2.4        --      --
Richard C. Green, Jr....     250.0     1.7       --        --        1.5      310.8     5.2
Robert K. Green.........     250.0     1.7       --        --        1.5      310.8     5.2
Terry C. Matlack........     125.0      *        --        --         *         --      --
William M. Ohland(11)...     900.0     5.7       --        --        5.2        --      --
All executive officers
 and directors as a
 group (15 persons).....   6,678.0    44.8     331.5      82.9      48.5    5,061.7    85.4
</TABLE>    
- --------
  * Less than 1.0%
 (l) In calculating the percent of total voting power, the voting power of
     shares of Class A Common Stock (one vote per share) and Class B Common
     Stock (four votes per share) is aggregated. This calculation also assumes
     that no shares of Senior Preferred Stock are converted into shares of
     Class A Common Stock.
 (2) The address for each of these stockholders is 720 Alabama Avenue, Selma,
     Alabama 36701.
 (3) The address for each of these stockholders is 3811 Turtle Creek Blvd.,
     Suite 1300, Dallas, Texas 75219.
 (4) Includes 2,000 shares of Class A Common Stock held by Regent Capital
     Partners. Mr. Hochman, who is the chairman of Regent Capital Management
     Corp., an affiliate of Regent Capital Partners, exercises voting and
     investment power with respect to such shares. Mr. Hochman's address is
     505 Park Avenue, 17th Floor, New York, New York 10022.
 (5) Excludes shares of Class A Common Stock and warrants to acquire shares of
     Class A Common Stock held by CIBC Ventures. Mr. Levine and Mr. Raben, who
     are designees of CIBC Ventures to the Company's Board of Directors and
     who are managing directors of CIBC Wood Gundy Securities Corp., an
     affiliate of CIBC Ventures and CIBC, disclaim beneficial ownership of
     such shares.
 (6) Includes 2,000 shares of Class A Common Stock held by Regent Capital
     Partners. Ms. McLemore, who is the president of Regent Capital Management
     Corp., an affiliate of Regent Capital Partners, exercises voting and
     investment power with respect to such shares. Ms. McLemore's address is
     505 Park Avenue, 17th Floor, New York, New York 10022.
 (7) Consists of 250 shares of Class A Common Stock held by Sachs Investment
     Partners and 31.5 shares of Class B Common Stock held by Onyx Talton
     Partners, L.P. Mr. Sachs is a general partner of Sachs Investment
     Partners and a principal shareholder of Onyx Talton Partners, Inc., the
     general partner of Onyx
 
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<PAGE>
 
     Talton Class B Common Stock held by Onyx Talton Partners, L.P. Mr. Sachs is
     a general partner of Sachs Partners, L.P., and exercises voting and
     investment power with respect to such shares. Mr. Sachs disclaims
     beneficial ownership of an additional 68.5 shares of Class B Common Stock
     held by Onyx Talton Partners, L.P. Mr. Sachs' address is 9595 Wilshire
     Blvd., Suite 700, Beverly Hills, California 90212.
 (8) Includes 1,085.5 shares of Class A Common Stock subject to a warrant that
     is exercisable within 60 days. CIBC Ventures' address is 425 Lexington
     Avenue, Third Floor, New York, New York 10017.
 (9) Includes 500 shares of Class A Common Stock held by Regent Capital Equity
     Partners, L.P., an affiliate of Regent Capital Partners. Regent Capital
     Partners' address is 505 Park Avenue, 17th Floor, New York, New York
     10022.
(10) Onyx Talton Partners, L.P.'s address is 9595 Wilshire Blvd., Suite 700,
     Beverly Hills, California 90212.
(11) Consists of shares issued to STC as part of the purchase price in the STC
     Acquisition. Mr. Ohland owns all of the outstanding capital stock of STC.
 
                                      73
<PAGE>
 
                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
CURRENT RELATIONSHIPS AND RELATED TRANSACTIONS
 
 Repayment of Indebtedness
 
  CIBC, an affiliate of CIBC Ventures, a principal stockholder of the Company,
and of CIBC Merchant Fund, a former holder of a portion of the Company's
Senior Subordinated Notes described below, is agent and a lender under the
Existing Credit Facility, and held $28.6 million and $4.7 million of the
principal amount outstanding under the term and revolving loan portions,
respectively, of the Existing Credit Facility at March 31, 1997. Upon
completion of the Offering, the Company repaid the entire principal amounts
outstanding under the term loan and revolving loan portions of the Existing
Credit Facility, together with accrued and unpaid interest. In addition to
this repayment, CIBC received a customary fee for banking services rendered to
the Company in its capacity as agent under the Existing Credit Facility in
connection with the Senior Credit Facility that closed following the Offering.
At March 31, 1997, CIBC Merchant Fund and Regent Capital Partners, a principal
stockholder of the Company, held $7.5 million and $1.0 million, respectively,
of the Company's outstanding Senior Subordinated Notes. Upon completion of the
Offering, the Company repaid the entire amount of the Senior Subordinated
Notes, together with accrued and unpaid interest. In addition, CIBC Wood Gundy
Securities Corp. and Onyx Partners, Inc. ("Onyx Partners") from time to time
provide financial and investment banking services to the Company for customary
fees.
 
  At March 31, 1997, Messrs. Talton, Talton, Jr., and Lumpkin held $2.5
million, $1.5 million, and $1.0 million, respectively, of the Talton
Subordinated Note. Upon completion of the Offering, the Company repaid the
entire amount of the Talton Subordinated Note, together with accrued and
unpaid interest.
 
 Consulting and Strategic Services Agreement
 
  In connection with the acquisitions of AmeriTel and Talton
Telecommunications, the Company entered into a Consulting and Strategic
Services Agreement with EUF Talton, a limited partnership controlled by
Messrs. Engles, Urso, and Follmer, pursuant to which the Company will pay to
EUF Talton an annual consulting fee of $300,000 for an initial term of three
years ending December 27, 1999. Pursuant to this agreement, EUF Talton will
provide management consulting services relating to strategic and financial
matters, including acquisitions, business strategies, and financial planning.
The Company also paid to EUF Talton a $200,000 refinancing fee upon the
repayment of the Senior Subordinated Notes and the Subordinated Talton Note
upon the closing of the Offering. The Company paid an acquisition fee of
$357,000 to EUF Talton upon the closing of the STC Acquisition. In addition,
the Company has agreed to pay to EUF Talton an acquisition fee of 1% of the
gross acquisition price of any acquisitions of assets or stock by the Company
up to an aggregate maximum of $1.25 million.
 
 Consulting and Employment Agreements
   
  In connection with the acquisitions of AmeriTel and Talton
Telecommunications, the Company entered into the agreements described below.
Each of the named persons was a former stockholder of AmeriTel or Talton
Telecommunications.     
 
  The consulting agreement of Julius E. Talton provides that Mr. Talton will
serve as a director of the Company and will perform such duties related to the
business conducted by the Company as the Board of Directors may designate from
time to time. The consulting agreement has an initial term of two years, with
successive one-year renewal periods thereafter unless earlier terminated by
the Company or Mr. Talton. In addition to an aggregate of $10,000 payable in
equal monthly installments to Mr. Talton over the first twelve months of the
agreement, Mr. Talton will receive payments of $86,000 and $96,000 for the
first and second years of the initial term, respectively, and $120,000 for
each year thereafter that the agreement remains in effect. Mr. Talton's
consulting agreement contains a non-competition provision that applies during
the term of the agreement and for a period of two years after the expiration
or earlier termination of the agreement.
 
 
                                      74
<PAGE>
 
  Julius E. Talton, Jr.'s employment agreement provides that Mr. Talton, Jr.
will serve as an executive of the Company, performing such duties and holding
such positions as the Board of Directors or senior management of the Company
may direct. The employment agreement has an initial term of one year, with
successive one-year periods thereafter unless earlier terminated by the
Company or Mr. Talton, Jr. In addition to an aggregate of $25,000 payable in
equal monthly installments to Mr. Talton, Jr. over the first twelve months of
the agreement, Mr. Talton will receive an annual base salary of $100,000, a
guaranteed bonus of $25,000 which was paid, in accordance with the agreement,
upon closing of the Offering, and an incentive cash bonus of up to 37.5% of
base salary if certain performance goals established by the Board of Directors
are achieved. Mr. Talton Jr.'s employment agreement contains a non-competition
provision that applies during the term of the agreement and for a period of
two years after the expiration or earlier termination of the agreement. Mr.
Talton, Jr. is also expected to receive an option to purchase up to 247.5
shares of Class A Common Stock at an exercise price of $2,000 per share.
 
  The consulting agreement of James E. Lumpkin provides that Mr. Lumpkin will
serve, if requested, as a director of the Company and will perform such duties
related to the business conducted by the Company as the chief executive
officer or the Board of Directors may designate from time to time. The
consulting agreement has an initial term of two years, with successive one-
year renewal periods thereafter unless earlier terminated by the Company or
Mr. Lumpkin. In addition to an aggregate of $10,000 payable in equal monthly
installments to Mr. Lumpkin over the first twelve months of the agreement, Mr.
Lumpkin will receive $62,000 and $72,000 for the first and second years of the
initial term, respectively. Mr. Lumpkin's consulting agreement contains a non-
competition provision that applies during the term of the agreement and for a
period of two years after the expiration or earlier termination of the
agreement.
 
  The consulting agreement of Roger K. Sallee provides that Mr. Sallee will
serve as a director of the Company and will perform such duties related to the
business conducted by the Company as the chief executive officer or the Board
of Directors may designate from time to time. The consulting agreement has an
initial term of one year, with successive one-year renewal periods thereafter
unless earlier terminated by the Company or Mr. Sallee. In addition to a lump
sum payment of $5,000 paid on the effective date of the agreement, Mr. Sallee
will receive an annual consulting fee of $30,000 for each year that the
agreement remains in effect. Mr. Sallee's consulting agreement contains non-
competition provisions covering the Company's existing markets and expansion
markets that apply during the term of the agreement and for a period of three
years and two years, respectively, after the expiration or earlier termination
of the agreement.
 
  The employment agreement of John R. Summers provides that Mr. Summers will
serve as an executive of the Company, performing such duties and holding such
positions as the Board of Directors or senior management of the Company may
direct. The employment agreement has an initial term of one year, with
successive one-year renewal periods thereafter unless earlier terminated by
the Company or Mr. Summers. In addition to a lump sum payment of $30,000 paid
on the effective date of the agreement, Mr. Summers received or will receive
an annual base salary of $100,000, a cash bonus of $20,000, which was paid, in
accordance with the agreement, upon closing of the Offering, and an incentive
cash bonus of up to 30.0% of base salary if certain performance goals
established by the Board of Directors are achieved. In addition, the agreement
provides that if the Company terminates Mr. Summers without cause, the Company
is required, upon request from Mr. Summers, to redeem shares of Class A Common
Stock purchased by Mr. Summers in connection with the Company's acquisition of
AmeriTel for $100,000, which redemption price is equal to the original
purchase price for such shares. Mr. Summers' employment agreement contains a
non-competition provision that applies during the term of the agreement and
for a period of three years after the expiration or earlier termination of the
agreement. Mr. Summers is also expected to receive an option to purchase up to
247.5 shares of Class A Common Stock at an exercise price of $2,000 per share.
 
 Lease Agreement
 
  In December 1996, Talton Telecommunications entered in a lease agreement
(the "Talton Lease") with Mr. Talton for office space located in Selma,
Alabama. The lease has a five-year term commencing January 1,
 
                                      75
<PAGE>
 
1997, with an option to renew for an additional five-year term. Under the
Talton Lease, Talton Telecommunications will pay fixed annual rent of
approximately $109,000, $112,000, $90,000, $93,000, and $96,000, respectively,
for the five years of the initial term.
 
 Financial Advisor
 
  The Company and the Subsidiary Guarantors agreed to indemnify Onyx Partners
against certain liabilities in connection with the Offering, including
liabilities under the Securities Act.
 
 The Offering
 
  CIBC acted as Initial Purchaser in connection with the Offering, which was
completed on June 27, 1997. In such capacity, CIBC received an aggregate
discount of $3,852,500. In addition, the Company and the Subsidiary Guarantors
agreed to indemnify the Initial Purchaser against certain liabilities,
including liabilities under the Securities Act, in connection with the
Offering.
 
HISTORIC RELATIONSHIPS AND RELATED TRANSACTIONS
 
 Acquisitions
 
  In December 1996, the Company acquired the outstanding capital stock of
AmeriTel for a purchase price of approximately $23.4 million. Terry C.
Matlack, a former executive officer of the Company, John R. Summers, an
executive officer of the Company, and Roger K. Sallee, a director of the
Company, were stockholders of AmeriTel and received an aggregate of
approximately $361,000, $354,000, and $1.4 million, respectively, of the
purchase price, and 125, 100, and 53 shares, respectively, of Class A Common
Stock in exchange for shares of AmeriTel capital stock held by each of them.
In addition, Mr. Sallee received 61.699 shares of Senior Preferred Stock.
 
  Concurrently with its acquisition of AmeriTel, the Company acquired the
outstanding capital stock of Talton Telecommunications for an aggregate
purchase price of approximately $39.4 million, which included the issuance of
the $5.0 million Subordinated Talton Note. Julius E. Talton, the Chairman of
the Board of the Company, Julius E. Talton, Jr., and James E. Lumpkin, each of
whom is an executive officer of the Company, and Mr. Talton's daughter, were
stockholders of Talton Telecommunications and received an aggregate of
approximately $11.2 million (including $2.5 million of the Subordinated Talton
Note), $9.1 million (including $1.5 million of the Subordinated Talton Note),
$6.0 million (including $1.0 million of the Subordinated Talton Note), and
$4.0 million, respectively, of the purchase price. Messrs. Talton, Talton Jr.,
and Lumpkin also received 2,062.5 shares of Class A Common Stock and 2,500
shares of Senior Preferred Stock, 1,237.5 shares of Class A Common Stock and
1,500 shares of Senior Preferred Stock, and 825 shares of Class A Common Stock
and 1,000 shares of Senior Preferred Stock, respectively in exchange for
shares of Talton Telecommunications capital stock held by each of them.
 
  The cash portions of the respective purchase prices for AmeriTel and Talton
Telecommunications were financed with the proceeds of the following: (i) the
issuance by the Company of an aggregate of 9,775 shares of Class A Common
Stock to the stockholders of the Company, including CIBC Ventures, an
affiliate of Regent Capital Partners, and Mr. Engles, a director of the
Company, for aggregate consideration of approximately $9.8 million; (ii) the
issuance by the Company of an aggregate of 400 shares of Class B Common Stock
and warrants to acquire an aggregate of 4,309.4488 shares of Class A Common
Stock to Onyx Talton Partners, L.P. ("Onyx Talton Partners") and to Messrs.
Follmer, Engles, and Urso, each of whom is an executive officer and/or
director of the Company, for aggregate consideration of $400,000; (iii) the
issuance of an aggregate of $8.5 million in Senior Subordinated Notes to CIBC
Merchant Fund and to Regent Capital Partners and related warrants for the
purchase of Class A Common Stock to CIBC Ventures and to Regent Equity
Partners, L.P.; (iv) the issuance of the $5.0 million Subordinated Talton Note
(including related warrants) to Messrs. Talton, Talton, Jr., and Lumpkin; and
(v) an aggregate of $50.7 million of the proceeds from the term and revolving
loan facilities under the Existing Credit Facility. All stockholders of the
Company, including the executive officers and directors of the Company who
hold shares of capital stock of the Company, pledged the shares of capital
stock of the Company held by each of them to CIBC to secure the Company's
obligations under the Existing Credit Facility.
 
                                      76
<PAGE>
 
  The holders of Class A Common Stock received registration rights with
respect to such shares pursuant to the terms of that certain registration
rights agreement (the "Equity Registration Rights Agreement"). In addition,
the Company and its stockholders entered into a Shareholders Agreement (the
"Shareholders Agreement"). The following summary of the warrants referred to
above, the Equity Registration Rights Agreement, and the Shareholders
Agreement are qualified in their entirety to the actual documents, which are
included in the Registration Statement.
 
  CIBC Merchant Fund and Onyx Partners, Inc., the general partner of Onyx
Talton Partners, were reimbursed for expenses and received transaction fees
totaling approximately $852,000 and $635,000, respectively, and EUF Talton
received approximately $183,000 as reimbursement for its expenses, in December
1996 in connection with the acquisitions of AmeriTel and Talton
Telecommunications and the consummation of the related financing. CIBC, which
is the agent and a lender under the Existing Credit Facility, received a fee
of approximately $1.8 million in December 1996 for banking services rendered
to the Company in connection with the closing of the Existing Credit Facility.
 
 Warrants
   
  In connection with the acquisitions of AmeriTel and Talton
Telecommunications, the Company issued to CIBC Ventures a warrant to acquire
up to 1,085.5263 shares of Class A Common Stock (subject to certain
adjustments) with an exercise price of $0.01 per share. This warrant is
exercisable at any time, and unless exercised, will automatically expire on
December 26, 2006. The Company also issued to CIBC Ventures and Regent Equity
Partners warrants to acquire an aggregate of up to 1,199.9227 shares of Class
A Common Stock (subject to certain adjustments), with an exercise price of
$1,000 per share. These warrants expired by their terms upon closing of the
Offering. A portion of the net proceeds from the Offering was used to repay
the Senior Subordinated Notes, and upon such payment, such warrants
terminated.     
   
  The Company issued to Julius E. Talton, Julius E. Talton, Jr., and James E.
Lumpkin warrants to acquire up to 719.9536 shares of Class A Common Stock
(subject to certain adjustments) with an exercise price of $1,000 per share.
These warrants may only be exercised if the Subordinated Talton Note issued by
the Company to Messrs. Talton, Talton, Jr., and Lumpkin is not repaid on or
before September 30, 1997. A portion of the net proceeds from the Offering was
used to repay the Subordinated Talton Note, and upon such payments such
warrants terminated.     
 
  The Company issued to each of Messrs. Follmer, Urso, and Engles (i) a
warrant to acquire up to 448.6842 shares of Class A Common Stock (subject to
certain adjustments) with an exercise price per share of $1,000; (ii) a
warrant to acquire up to 336.5132 shares of Class A Common Stock (subject to
certain adjustments) with an exercise price per share of $2,000; and (iii) a
warrant to acquire up to 328.0769 shares of Class A Common Stock (subject to
certain adjustments) with an exercise price per share of $3,000. The Company
also issued to Onyx Talton Partners: (i) a warrant to acquire up to 390.7895
shares of Class A Common Stock (subject to certain adjustments) with an
exercise price per share of $1,000; (ii) a warrant to acquire up to 293.0920
shares of Class A Common Stock (subject to certain adjustments) with an
exercise price per share of $2,000; and (iii) a warrant to acquire up to
285.7444 shares of Class A Common Stock (subject to certain adjustments) with
an exercise price per share of $3,000. Each of these warrants is exercisable
upon the earlier to occur of the following dates: (i) December 27, 1999; (ii)
the date when a change in control notice (as defined in the warrant) is given;
(iii) the date the Consulting and Strategic Services Agreement with EUF Talton
is terminated; or (iv) the date upon which a registered public offering of
equity interests in the Company is made (but in no event earlier than June 27,
1998, if such offering occurs prior to such date). Unless exercised, each of
these warrants will automatically expire on December 26, 2006.
 
 Equity Registration Rights Agreement
 
  The Equity Registration Rights Agreement applies to all currently
outstanding shares of Class A Common Stock, including shares issuable upon
exercise of the currently outstanding warrants or the conversion of the
 
                                      77
<PAGE>
 
currently outstanding Class B Common Stock or the Senior Preferred Stock
("Registrable Securities"), and grants to all holders of Registrable
Securities ("Holders") certain registration rights with respect to such
Registrable Securities.
 
  Subject to certain special rights (the "CIBC Demand Rights") granted to CIBC
Ventures and its affiliates (the "CIBC Entities"), at any time after the
earlier to occur of (i) six months after the initial registered public
offering by the Company under the Securities Act of the Class A Common Stock
(the "Initial Public Offering"); or (ii) November 30, 1998, Initiating Holders
(defined below) are entitled to require the Company to effect up to three
registrations under the Securities Act of all or a part of the Registrable
Securities (each a "Demand Registration"), subject to certain limitations.
Initiating Holders are defined as (i) Holders of at least 25% (or 35% in
certain circumstances) of the Registrable Securities; or (ii) a combination of
Holders of Registrable Securities and Holders of warrants having an exercise
price less than or equal to the per share reported price for the Class A
Common Stock (the "Qualified Warrants") that in the aggregate hold at least
25% (or 35% in certain circumstances) of all Registrable Securities and
Qualified Warrants. Subject to the CIBC Demand Rights, Holders of Registrable
Securities also have the right to include such Registrable Securities in any
registration statement under the Securities Act filed by the Company for its
own account (other than a registration statement for securities to be offered
in a Rule 145 transaction under the Securities Act or to employees of the
Company pursuant to any employee benefit plan). So long as the CIBC Entities
hold Registrable Securities equaling at least 50% of their holdings of Common
Stock on December 27, 1996, the CIBC Entities have the following CIBC Demand
Rights: (i) one of the Demand Registrations is exclusively reserved for the
use and exercise by the CIBC Entities; (ii) the CIBC Entities have the right
at any time to require the Company to use its best efforts to effect an
Initial Public Offering; and (iii) the CIBC Entities have in certain
circumstances, a first priority to cause a portion of their Registrable
Securities to be registered prior to the registration of the Registrable
Securities of the other Holders.
 
  The Company is also obligated to file and maintain a shelf registration
statement on Form S-3 pursuant to Rule 415 of the Securities Act for all
Registrable Securities as expeditiously as possible after it is eligible to do
so.
 
 Shareholders Agreement
 
  Both the Shareholders Agreement and the Certificate of Incorporation of the
Company initially establish an eleven member board of directors, consisting of
six Class A/B Directors with one vote per director and five Class B Directors
having three total votes (i.e., 0.6 vote per director). The Shareholders
Agreement provides that, subject to the adjustments described below, (i) the
CIBC Entities have the right to designate two Class A/B Directors; (ii) Regent
Capital Partners and its affiliates (the "Regent Entities") have the right to
designate two Class A/B Directors; (iii) Julius E. Talton, Julius E. Talton,
Jr., James E. Lumpkin, and their affiliates (the "Talton Holders") have the
right to designate one Class A/B Director; (iv) all other stockholders, except
the EUF Holders, the Talton Holders, the CIBC Entities, the AmeriTel Holders
(as defined in the Shareholders Agreement), and the Onyx Holders, have the
right to designate one Class A/B Director; and (v) the EUF Holders have the
right to designate five Class B Directors. The CIBC Entities and the Regent
Entities lose the right to designate one Class A/B Director if their
respective ownership of outstanding Common Stock falls below 7.5% (but remains
at or above 5%). The CIBC Entities, the Regent Entities, and the Talton
Holders each loses its right to designate any Class A/B Directors if their
respective ownership of outstanding Common Stock falls below 5%. If the EUF
Holders and the Onyx Holders collectively own less than 10% (but at least
7.5%) of the outstanding Common Stock, the EUF Holders lose the right to
designate two Class B Directors, the three Class B Directors that they remain
entitled to designate will have a total of two votes, and all the holders of
the outstanding Common Stock collectively acquire the right to designate one
additional Class A/B Director with one full vote so as to maintain the total
number of votes on the Board of Directors at nine (and the membership on the
Board of Directors will be reduced to ten). If the EUF Holders and the Onyx
Holders collectively own less than 7.5% (but at least 5%) of the outstanding
Common Stock, the EUF Holders lose the right to designate an additional two
Class B Directors, the Class B Director that they remain entitled to designate
will have one full vote, and all the holders of the outstanding Common Stock
collectively acquire the right to designate one
 
                                      78
<PAGE>
 
additional Class A/B Director with one full vote so as to maintain the total
number of votes on the Board of Directors at nine (and the membership on the
Board of Directors will be reduced to nine). If the EUF Holders and the Onyx
Holders collectively own less than 5% of the outstanding Common Stock, the EUF
Holders lose the right to designate any directors, and all the holders of the
outstanding Common Stock collectively acquire the right to designate one
additional Class A/B Director with one full vote so as to maintain the total
number of votes on the Board of Directors at nine (and the membership on the
Board of Directors will remain at nine). In determining the percentage
ownership of the EUF Holders and the Onyx Holders, the Class B Common Stock
held by them is deemed to have been converted into shares of Class A Common
Stock, and if one of the director designees of the EUF Holders is not a
principal of the Onyx Holders, then the Common Stock owned by the Onyx Holders
is not considered in calculating the ownership percentages. Director
designation rights are generally not assignable. However, in certain
circumstances, the CIBC Entities may assign its designation rights in
connection with a transfer of its Common Stock.
 
  Pursuant to the Shareholders Agreement, the Company has a right of first
refusal with respect to most transfers of Common Stock and rights, warrants,
options, convertible securities, or debt convertible into Common Stock (the
"Common Stock Equivalents"). To the extent the Company does not fully exercise
such right of first refusal, the stockholders generally have the right to
purchase the offered Common Stock or Common Stock Equivalents on a pro rata
basis. Transfers to affiliates, testamentary transfers, and intestate
succession are generally excluded from the Company's first refusal rights and
any stockholder acquisition rights. In addition, the Shareholders Agreement
establishes certain "tag-along" rights whereby if any holder of 10% or more of
the fully diluted Common Stock or any EUF Holder proposes to sell any of its
Common Stock, then the other stockholders have the right to require the
proposed buyer to purchase from each of them a proportionate number of shares
of Common Stock.
 
  The Shareholders Agreement also provides for certain "drag along rights"
whereby any stockholder or group of stockholders owning Common Stock
representing 60% or more of the total amount of the outstanding Common Stock
and warrants having a value in excess of their exercise price proposes to
transfer all their Common Stock to any third party, such stockholders have the
right to require all other holders to sell all of their Common Stock and
Common Stock Equivalents to such third party. The Shareholders Agreement
further provides that if a third party offers to acquire 75% or more of all
outstanding Common Stock and all warrants having a value in excess of their
exercise price, and a holder or a group of holders owning 75% or more of the
outstanding Common Stock plus such warrants proposes to accept such offer,
then such holders desiring to accept such offer have the right to require all
other holders of Common Stock and such warrants to sell to the third party
their outstanding Common Stock and such warrants pro rata in accordance with
such offer.
 
  The Shareholders Agreement terminates upon (i) the effective date of an
Initial Public Offering by the Company resulting in at least $20.0 million in
gross proceeds; (ii) the merger, consolidation, or reorganization of the
Company, or the sale of all or substantially all of the assets of the Company,
if, immediately following such transaction, the stockholders of the Company
immediately prior to such transaction own less than a majority of the combined
voting power to elect directors and the combined equity ownership interest in
the surviving entity, or such surviving entity has publicly traded common
stock not held by the parties to the Shareholders Agreement with a market
value in excess of $30.0 million; or (iii) the written consent of the CIBC
Entities, the Talton Holders, the Regent Entities, and the EUF Holders (but
only so long as each such party is entitled to designate at least one member
of the Board of Directors) and a majority in interest of the other
stockholders; or (iv) with respect to any party, when such party no longer
owns any capital stock of the Company.
 
                                      79
<PAGE>
 
                         DESCRIPTION OF CAPITAL STOCK
 
  The authorized capital stock of the Company consists of 50,000 shares of
common stock, par value $0.01 per share (the "Common Stock"), and 50,000
shares of preferred stock, par value $0.01 per share (the "Preferred Stock").
The Common Stock is divided into two classes. One class consists of 49,600
shares and is designated "Class A Common Stock" and the other class consists
of 400 shares and is designated "Class B Common Stock." The Preferred Stock is
also divided into two classes. One class consists of 6,000 shares and is
designated "Senior Preferred Stock" and the other class consists of 44,000
shares and is designated "Junior Preferred Stock."
 
  As of September 30, 1997, (i) 15,800 shares of Class A Common Stock were
issued and outstanding, (ii) 400 shares of Class B Common Stock were issued
and outstanding, (iii) 5,925 shares of Senior Preferred Stock were issued and
outstanding, (iv) 7,414.8514 shares of Class A Common Stock were reserved for
issuance pursuant to outstanding warrant agreements, and (v) 503.9213 shares
of Class A Common Stock were reserved for issuance in the event the holders of
the Senior Preferred Stock exercise their conversion rights. See "Certain
Relationships and Related Transactions--Historic Relationships and Related
Transactions--Acquisitions--Warrants." All outstanding shares of Common Stock
and Preferred Stock are duly authorized, validly issued, fully paid, and
nonassessable. There is currently no public trading market for the capital
stock of the Company.
 
COMMON STOCK
 
  The holders of Class A Common Stock are entitled to one vote for each share
of Class A Common Stock, and the holders of Class B Common Stock are entitled
to four votes for each share of Class B Common Stock on all matters voted on
by the stockholders of the Company. The holders of both classes of Common
Stock are entitled to receive, pari passu, such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor, subject to the preferential dividend rights of the Senior
Preferred Stock and any preferential dividend rights that may be designated by
the Board of Directors with respect to the Junior Preferred Stock. See "--
Preferred Stock." In the event of the liquidation, dissolution, or winding up
of the Company, subject to the preferential liquidation rights of the Senior
Preferred Stock, and any preferential liquidation rights that may be
designated by the Board of Directors with respect to the Junior Preferred
Stock, the holders of Class A Common Stock are entitled to receive, prior to
and in preference of any distribution to the holders of Class B Common Stock,
the amount of $1,000 per share (as adjusted for any stock dividends,
combinations, or splits), from all assets of the Company available for
distribution, and after payment in full thereof, all remaining assets of the
Company available for distribution are distributed ratably among the holders
of both classes of Common Stock.
 
  In the event any additional shares of Class A Common Stock are issued, all
shares of Class B Common Stock may be converted, at the election of the
holders of a majority of the outstanding Class B Common Stock, into four
shares of Class A Common Stock for each share of Class B Common Stock. In
addition, upon the consummation of a "Major Event," each share of Class B
Common Stock will be automatically converted into four shares of Class A
Common Stock. The Certificate of Incorporation defines a Major Event as (i) a
sale of all or substantially all of the Company's assets or (ii) a registered
public offering of equity interests in the Company made pursuant to a
registration statement on Form S-1 or a successor form that yields gross
proceeds of at least $20.0 million to the Company. The Certificate of
Incorporation also provides for adjustments to be made in the number of shares
of Class A Common Stock into which Class B Common Stock may be convened in
order reflect any stock dividends, splits, reclassification, combinations, or
other changes affecting the number of outstanding shares of Class A Common
Stock. Upon the conversion of Class B Common Stock into Class A Common Stock,
the Class A Common Stock's $1,000 per share liquidation preference will be
eliminated.
 
 
                                      80
<PAGE>
 
PREFERRED STOCK
 
 Senior Preferred Stock
 
  The holders of the Senior Preferred Stock are entitled to receive dividends
at a rate of $80.00 per share (as adjusted for any stock dividends,
combinations, or splits) per annum, payable quarterly out of funds legally
available therefor. Dividends are payable only when, as, and if declared by
the Board of Directors and are cumulative, but do not bear or accrue any
interest. No dividends (other than those payable in Common Stock) may be paid
on any Common Stock unless full cumulative dividends for all Senior Preferred
Stock have been paid or declared and set aside by the Company. In the event of
the liquidation, dissolution, or winding up of the Company, the holders of the
Senior Preferred Stock are entitled to receive a liquidation preference of
$1,000 per share (as adjusted for any stock dividends, combinations or
splits), plus all accrued or declared but unpaid dividends.
 
  Each share of Senior Preferred Stock is convertible into 0.08505 shares of
Class A Common Stock (as adjusted for any stock dividends, splits,
reclassifications, combinations, or other changes affecting the Class A Common
Stock) at any time at the option of the holder thereof.
 
  Upon the occurrence of a Major Event or the exercise of the drag along
rights under the Shareholders Agreement, the Company is required to redeem all
Senior Preferred Stock unless the holders thereof elect to convert their
shares into Class A Common Stock. The redemption price for the Senior
Preferred Stock is $1,000 per share (as adjusted for any stock dividends,
combinations, or splits), plus all accrued or declared but unpaid dividends.
 
  The Senior Preferred Stock is non-voting. There are no redemption or sinking
fund provisions applicable to the Senior Preferred Stock.
 
 Junior Preferred Stock
 
  The Certificate of Incorporation provides that the Board of Directors,
acting unanimously, has the authority to issue up to 44,000 shares of Junior
Preferred Stock in one or more series and to establish the number of shares
constituting any such series, the voting powers, designation, preferences, and
relative participation, option, or other special rights and qualifications,
limitations, or restrictions thereof, including the dividend rights and
dividend rate, redemption price, conversion rights, and liquidation
preferences of the shares constituting any series. Upon the unanimous consent
of the Board of Directors, the Company may issue to each holder of Class A
Common Stock one share of Junior Preferred Stock having a liquidation
preference of $1,000 per share in exchange for one share of Class A Common
Stock held by such stockholder, and each such stockholder has agreed under the
Shareholders Agreement to such exchange, provided that (i) issues of Junior
Preferred Stock are made to all stockholders of Class A Common Stock on a pro
rata basis and are subject to the rights of the parties under the Equity
Registration Rights Agreement, and (ii) no more than ninety percent (90%) of
the Class A Common Stock may be exchanged for Junior Preferred Stock. As of
the date of this Prospectus, the Company has not issued any Junior Preferred
Stock and has no present intention to do so, either pursuant to the terms of
the Shareholders Agreement or otherwise.
 
                       DESCRIPTION OF OTHER INDEBTEDNESS
 
SENIOR CREDIT FACILITY
 
  Following the Offering, the Company amended and restated its Existing Credit
Facility with CIBC and First Source Financial LLP (collectively, the
"Lenders"). This amendment and restatement (i) repaid the existing term
facility from the net proceeds of the Offering and (ii) established a senior
secured revolving credit facility in the principal amount of $35.0 million.
The following summary is a description of the terms of the Senior Credit
Facility, as amended.
 
 
                                      81
<PAGE>
 
  The Company may use borrowings under the Senior Credit Facility for working
capital, capital expenditures, and general corporate purpose, and to fund
certain permitted acquisitions, as set forth in the Senior Credit Facility. In
addition to a $175,000 fee that was paid at the closing of the Senior Credit
Facility, the Company will pay an annual administrative fee and an annual
commitment fee of 0.5% of the unused portion of the facility.
   
  Amounts borrowed under the Senior Credit Facility bear interest, at the
option of the Company, at either (i) the Base Rate (i.e. the higher of CIBC's
reference rate and the overnight federal funds rate plus 0.5%) plus a margin
that varies from 0.25% to 2.75%, depending on the Company's Total Debt to
EBITDA Ratio (as defined in the Senior Credit Facility) or (ii) the IBOR Rate
(as defined in the Senior Credit Facility) plus a margin that varies from 1.5%
to 4.0%, depending on the Company's Total Debt to EBITDA Ratio. The Senior
Credit Facility requires quarterly interest-only payments on Base Rate Loans,
and periodic interest-only payment based on the applicable interest period on
IBOR Rate loans, but at least quarterly, until maturity. The Senior Credit
Facility matures on December 31, 2000, at which time the outstanding principal
and all accrued and unpaid interest will be due.     
   
  The Senior Credit Facility requires mandatory prepayments from the proceeds
of certain asset sales by the Company and from the proceeds of permitted debt
and equity offerings. In addition, the Company is permitted to make certain
voluntary prepayments, without penalty, and to reduce the size of the
commitment, subject to certain limitations.     
 
  Obligations under the Senior Credit Facility are guaranteed by all of the
Company's subsidiaries, and are secured by a perfected first priority security
interest in substantially all of the existing and after-acquired tangible and
intangible assets of the Company (including the capital stock of the Company
and its subsidiaries) and its subsidiaries.
   
  The Senior Credit Facility contains a number of restrictive covenants
including (i) prohibitions on the incurrence of certain liens, the incurrence
of certain additional indebtedness, the repurchase of equity, the redemption
of other indebtedness, the consummation of certain mergers and other
fundamental changes (including change in control of the Company), the
consummation of certain purchases and sales of assets or stock, take or pay
contracts, and negative pledges and restrictive agreements; (ii) limitations
on capital expenditures, leases, transactions with affiliates, use of
proceeds, business activities, investments, the payment of dividends, and
management and advisory fees; (iii) requirements to furnish certain financial
reports, statements, notices, and information; (iv) requirements relating to
the maintenance of separate existence, authorizations, insurance, books and
records, and properties; (v) requirements relating to the conduct of business,
additional collateral, and future subsidiaries; and (vi) environmental
compliance requirements.     
   
  The Senior Credit Facility requires the Company to comply with certain
financial covenants and ratios. The Company is currently in compliance with
all material covenants and ratios in the Senior Credit Facility. These
financial covenants and ratios include, without limitation, that the Company
will not permit;     
 
    (i) the Total Debt to EBITDA Ratio (as defined in the Senior Credit
  Facility) at any time during any period set forth below to be greater than
  the ratio set forth opposite such period:
 
<TABLE>
<CAPTION>
                                            TOTAL DEBT
                                                TO
     PERIOD                                EBITDA RATIO
     ------                                ------------
     <S>                                   <C>
     07/30/97 to (and including) 06/29/98     6.0:1
     06/30/98 to (and including) 12/30/98     5.5:1
     12/31/98 to (and including) 12/30/99     5.0:1
     12/31/99 and thereafter                  4.5:1;
</TABLE>
 
    (ii) the Senior Debt to EBITDA Ratio (as defined in the Senior Credit
  Facility) at any time during any period set forth below to be greater than
  the ratio set forth opposite such period:
 
<TABLE>
<CAPTION>
                                           SENIOR DEBT
                                                TO
     PERIOD                                EBITDA RATIO
     ------                                ------------
     <S>                                   <C>
     07/30/97 to (and including) 12/30/98     3.5:1
     12/30/98 and thereafter                  3.0:1;
</TABLE>
 
                                      82
<PAGE>
 
    (iii) the EBITDA to Cash Interest Expense Ratio (as defined in the Senior
  Credit Facility) as at the last day of any quarter ending on a date set
  forth below to be less than the ratio set forth opposite such date:
 
<TABLE>
<CAPTION>
                                             EBITDA TO
                                           CASH INTEREST
     PERIOD                                EXPENSE RATIO
     ------                                -------------
     <S>                                   <C>
     07/30/97 to (and including) 12/31/97      1.5:1
     01/01/98 and thereafter                  1.75:1;
</TABLE>
 
    (iv) the EBITDA to Fixed Charges Ratio (as defined in the Senior Credit
  Facility) as at the last day of any quarter for the period comprising such
  quarter and the immediately preceding three quarters to be less than
  1.25:1.
   
  The Senior Credit Facility also contains customary representations,
warranties, and events of default for a facility of this type.     
 
  The Company is also in discussions with its Lenders to obtain a separate
senior secured facility to be used for permitted acquisitions. The Company
believes that covenants substantially similar to those contained in the Senior
Credit Facility will be applicable to the acquisition facility. Borrowings
under the acquisition facility will be cross-collateralized and cross-
defaulted with the Senior Credit Facility. The acquisition facility would
likely be subject to mandatory prepayments over its term. There can be no
assurance that the Company will be successful in obtaining such an acquisition
facility.
 
SUBORDINATED INDEBTEDNESS
 
  In connection with the Offering, the Company repaid its obligations under
the Senior Subordinated Notes in the aggregate principal amount of $8.5
million and its $5.0 million Subordinated Talton Note. See "Certain
Relationships and Related Transactions; Current Relationships and Related
Transactions."
 
                          DESCRIPTION OF SENIOR NOTES
 
GENERAL
   
  The New Notes, like the Old Notes, will be issued pursuant to the Indenture,
dated as of June 27, 1997 (the "Indenture") between the Company and U.S. Trust
Company of Texas, N.A., as trustee (the "Trustee"). The terms of the Senior
Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (the "Trust
Indenture Act"). The terms of the New Notes are identical to the Old Notes in
all material respects (including interest rate and maturity), except that (i)
the New Notes will not be subject to the restrictions on transfer (other than
with respect to holders that are broker-dealers, persons who participated in
the distribution of the Old Notes, or affiliates of the Company); (ii) the
Registration Rights Agreement covenants regarding registration will have been
deemed satisfied; and (iii) there will be no right on the part of holders of
the New Notes to receive increased interest payments if registration is not
effected under the Securities Act. The Senior Notes are subject to all such
terms, and Holders of Senior Notes are referred to the Indenture and the Trust
Indenture Act for a statement thereof. The following summary of the material
provisions of the Indenture is subject to, and qualified in its entirety by
reference to, the provisions of Indenture, including the definitions therein
of certain terms used below. A copy of the form of Indenture is available as
set forth under "--Available Information." The definitions of certain terms
used in the following summary are set forth below under "--Certain
Definitions." As used in this Description of Senior Notes, the "Company"
refers only to Talton Holdings, Inc. and not to any of its Subsidiaries.     
 
  The Senior Notes will be general unsecured obligations of the Company and
will rank pari passu in right of payment with all other current and future
senior Indebtedness of the Company, including borrowings under the Senior
Credit Facilities, and senior to all subordinated Indebtedness of the Company.
The Senior Notes will be guaranteed on a senior unsecured basis by all of the
Company's current and future Restricted Subsidiaries. See "--Subsidiary
Guarantees." The Senior Notes will be effectively subordinated, however, to
all secured obligations of the Company and the Subsidiary Guarantors to the
extent of the assets securing such obligations,
 
                                      83
<PAGE>
 
including borrowings under the Senior Credit Facilities. The Indenture permits
the incurrence of additional Indebtedness, including additional secured
Indebtedness, under certain circumstances.
 
  As of the date of this Prospectus, all of the Company's Subsidiaries are
Restricted Subsidiaries. However, under certain circumstances, the Company
will be able to designate current or future Subsidiaries as Unrestricted
Subsidiaries. Unrestricted Subsidiaries will not be subject to many of the
restrictive covenants set forth in the Indenture.
 
  As of the date of this Prospectus, $115,000,000 principal amount of the Old
Notes was outstanding.
 
PRINCIPAL, MATURITY AND INTEREST
 
  The Senior Notes are limited in aggregate principal amount to $115.0 million
and will mature on June 30, 2007. Interest on the Senior Notes accrues at the
rate of 11% per annum and is payable semi-annually in arrears on January 1 and
July 1, commencing on January 1, 1998, to Holders of record on the immediately
preceding December 15 and June 15. Interest on the Senior Notes accrues from
the most recent date to which interest has been paid or, if no interest has
been paid, from the date of original issuance. Interest is computed on the
basis of a 360-day year comprised of twelve 30-day months. Principal of,
premium, if any, and interest on the Senior Notes is payable at the office or
agency of the Company maintained for such purpose within the City and State of
New York or, at the option of the Company, payment of interest may be made by
check mailed to the Holders of the Senior Notes at their respective addresses
set forth in the register of Holders of the Senior Notes; provided that all
payments of principal, premium, and interest with respect to the Senior Notes
the Holders of which have given wire transfer instructions to the Company must
be made by wire transfer of immediately available funds to the accounts
specified by the Holders thereof. Until otherwise designated by the Company,
the Company's office or agency in New York will be the office of the Trustee
maintained for such purpose. The Senior Notes are and will be issued in
denominations of $1,000 and integral multiples thereof.
 
SUBSIDIARY GUARANTEES
 
  The Company's payment obligations under the Senior Notes is jointly and
severally guaranteed (the "Subsidiary Guarantees") by the Subsidiary
Guarantors. The Subsidiary Guarantors are AmeriTel Pay Phones, Inc., Talton
Telecommunications Corporation, Talton Telecommunications of Carolina, Inc.,
Talton STC, Inc., and Talton Invision, Inc. The Subsidiary Guarantee of each
Subsidiary Guarantor is a general unsecured obligation of such Subsidiary
Guarantor, ranking pari passu in right of payment with all other senior
Indebtedness of such Subsidiary Guarantor and senior in right of payment to
all subordinated Indebtedness of such Subsidiary Guarantor. The obligations of
each Subsidiary Guarantor under its Subsidiary Guarantee is limited so as not
to constitute a fraudulent conveyance under applicable law. As of the date of
this Prospectus there is aggregate indebtedness of $600,000 of the Company's
Subsidiaries that is effectively senior to the Senior Notes because the
Company is a holding company. See "Risk Factors--Holding Company Structure"
and "Risk Factors--Fraudulent Conveyance Risks."
   
  The Indenture provides that no Subsidiary Guarantor may consolidate with or
merge with or into (whether or not such Subsidiary Guarantor is the surviving
Person), another Person, whether or not affiliated with such Subsidiary
Guarantor, unless (i) subject to the provisions of the following paragraph,
the Person formed by or surviving any such consolidation or merger (if other
than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary
Guarantor, pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Trustee, under the Senior Notes and the
Indenture; (ii) immediately after giving effect to such transaction, no
Default or Event of Default exists; and (iii) the Company would be permitted
by virtue of the Company's pro forma Fixed Charge Coverage Ratio, immediately
after giving effect to such transaction, to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
covenant described below under the caption "--Certain Covenants--Limitation on
Incurrence of Indebtedness and Issuance of Preferred Stock."     
 
 
                                      84
<PAGE>
 
  The Indenture provides that in the event of a sale or other disposition of
all of the assets of any Subsidiary Guarantor, by way of merger,
consolidation, or otherwise, or a sale or other disposition of all of the
capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in
the event of a sale or other disposition, by way of such a merger,
consolidation, or otherwise, of all of the capital stock of such Subsidiary
Guarantor) or the corporation acquiring the property (in the event of a sale
or other disposition of all of the assets of such Subsidiary Guarantor) will
be released and relieved of any obligations under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied
in accordance with the applicable provisions of the Indenture. See "--Certain
Covenants--Limitation on Asset Sales."
 
OPTIONAL REDEMPTION
 
  The Senior Notes are not redeemable at the Company's option prior to June
30, 2002. Thereafter, the Senior Notes are subject to redemption at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest thereon, to the
applicable redemption date, if redeemed during the twelve-month period
beginning on June 30 of the years indicated below:
 
<TABLE>
<CAPTION>
       YEAR                                                           PERCENTAGE
       ----                                                           ----------
       <S>                                                            <C>
       2002..........................................................  105.500
       2003..........................................................  103.667
       2004..........................................................  101.833
       2005 and thereafter...........................................  100.000
</TABLE>
 
  Notwithstanding the foregoing, at any time or from time to time on or prior
to June 30, 2000, the Company may redeem up to 30% of aggregate principal
amount of the Senior Notes originally issued under the Indenture on the
Issuance Date at a redemption price of 111% of the principal amount thereof,
in each case plus accrued and unpaid interest thereon, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that at least $80.0 million aggregate principal amount of the Senior
Notes originally issued remains outstanding immediately after the occurrence
of each such redemption; and provided, further, that any such redemption
occurs within 90 days of the date of the closing of such Equity Offering.
 
SELECTION AND NOTICE
 
  If less than all of the Senior Notes are to be redeemed at any time,
selection of the Senior Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities
exchange, if any, on which the Senior Notes are listed, or, if the Senior
Notes are not so listed, on a pro rata basis, by lot or by such method as the
Trustee deems fair and appropriate (and in such manner as complies with
applicable legal requirements); provided that no Senior Notes of $1,000 or
less will be redeemed in part. Notices of redemption will be mailed by first
class mail at least 30 but not more than 60 days before the redemption date to
each Holder of the Senior Notes to be redeemed at its registered address.
Notices of redemption may not be conditional. If any Senior Note is to be
redeemed in part only, the notice of redemption that relates to such Senior
Note will state the portion of the principal amount thereof to be redeemed. A
new Senior Note in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the
original Senior Note. Senior Notes called for redemption become due and
payable on the date fixed for redemption. On and after the redemption date,
unless the Company defaults in payment of the redemption price, interest
ceases to accrue on the Senior Notes or portions thereof called for
redemption.
 
MANDATORY REDEMPTION
 
  Except as set forth below under "--Change of Control Offer" and "--Certain
Covenants--Limitation on Asset Sales," the Company is not required to make
mandatory redemption or sinking fund payments with respect to the Senior
Notes.
 
 
                                      85
<PAGE>
 
CHANGE OF CONTROL OFFER
 
  Upon the occurrence of a Change of Control, each Holder of the Senior Notes
will have the right to require the Company to repurchase all or any part equal
to $1,000 or an integral multiple thereof of such Holder's Senior Notes
pursuant to the offer described below (the "Change of Control Offer") at an
offer price in cash equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest thereon to the date of purchase (the "Change
of Control Payment"). Within 30 days following any Change of Control, the
Company will mail a notice to each Holder stating that (i) the Change of
Control Offer is being made pursuant to this covenant and all the Senior Notes
tendered will be accepted for payment; (ii) the purchase price and the
purchase date, which will be no earlier than 30 days nor later than 60 days
from the date such notice is mailed (the "Change of Control Payment Date");
(iii) any Senior Note not tendered will continue to accrue interest; (iv)
unless the Company defaults in the payment of the Change of Control Payment,
all Senior Notes accepted for payment pursuant to the Change of Control Offer
will cease to accrue interest after the Change of Control Payment Date; (v)
Holders electing to have any Senior Notes purchased pursuant to a Change of
Control Offer will be required to surrender the Senior Notes, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Senior
Notes completed, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change
of Control Payment Date; (vi) any Holder will be entitled to withdraw its
election if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission, or letter setting forth the name of
the Holder, the principal amount of the Senior Notes delivered for purchase,
and a statement that such Holder is withdrawing such Holder's election to have
such Senior Notes purchased; and (vii) Holders whose Senior Notes are being
purchased only in part will be issued new Senior Notes equal in principal
amount to the unpurchased portion of the Senior Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof. The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of the Senior Notes as a result of a Change of
Control.
 
  On the Change of Control Payment Date, the Company will, to the extent
lawful, (i) accept for payment all Senior Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all
Senior Notes or portions thereof so tendered, and (iii) deliver or cause to be
delivered to the Trustee the Senior Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of the Senior
Notes or portions thereof being purchased by the Company. The Paying Agent
will promptly mail to each Holder of Senior Notes so tendered the Change of
Control Payment for such Senior Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each
Holder a new Senior Note equal in principal amount to any unpurchased portion
of the Senior Notes surrendered, if any; provided that each such new Senior
Note will be in a principal amount of $1,000 or an integral multiple thereof.
The Company will publicly announce the results of the Change of Control Offer
on or as soon as practicable after the Change of Control Payment Date.
 
  The Change of Control provisions described above will be applicable whether
or not any other provisions of the Indenture are applicable. Except as
described above with respect to a Change of Control, the Indenture does not
contain provisions that permit the Holders of the Senior Notes to require that
the Company repurchase or redeem the Senior Notes in the event of a takeover,
recapitalization, or similar transaction. In addition, the Company could enter
into certain transactions, including acquisitions, refinancings, or other
recapitalizations, that could affect the Company's capital structure or the
value of the Senior Notes, but that would not constitute a Change of Control.
 
  The Company's other senior indebtedness contains prohibitions of certain
events that would constitute a Change of Control. In addition, the exercise by
the Holders of the Senior Notes of their right to require the Company to
repurchase the Senior Notes could cause a default under such other senior
indebtedness, even if the Change of Control itself does not, due to the
financial effect of such repurchases on the Company. The Company's ability to
repurchase the Senior Notes following a Change of Control may also be limited
by the Company's then existing financial resources.
 
                                      86
<PAGE>
 
  The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the Indenture applicable to a Change of Control Offer made by the
Company and purchases all Senior Notes validly tendered and not withdrawn
under such Change of Control Offer.
 
  A "Change of Control" is defined by the Indenture to include certain
dispositions of all or substantially all the assets of the Company; adoption
of a plan of dissolution or liquidation by the Company; consummation of
certain transactions that result in certain third parties acquiring beneficial
ownership of more than 50% of the Voting Stock (as defined) of the Company; or
a change in the membership of the Board of Directors of the Company resulting
in a majority of the directors of the Company not being Continuing Directors
(as defined). For a detailed description of "Change of Control" see
"Description of Senior Notes--Certain Definitions." Certain events involving a
Change of Control may result in an event of default under the Senior Credit
Facility and may result in an event of default under other indebtedness of the
Company that may be incurred in the future. An event of default under the
Senior Credit Facility or other indebtedness could result in an acceleration
of such indebtedness, in which case the Senior Notes would be effectively
subordinated to such other secured indebtedness to the extent of any liens
securing such other indebtedness. See "Description of Other Indebtedness--
Senior Credit Facility." Under New York law, which governs the Indenture, it
is not clear which transactions would constitute a sale of "all or
substantially all of the assets" of the Company. See "Risk Factors--Repurchase
of Senior Notes Upon a Change of Control." There can be no assurance that the
Company would have sufficient resources to repurchase the Senior Notes and pay
its obligations under the Senior Credit Facility or other indebtedness upon
the occurrence of a Change of Control.
 
CERTAIN COVENANTS
 
 Limitation on Restricted Payments
 
  The Indenture provides that the Company will not, and will not permit any of
its Restricted Subsidiaries to, directly or indirectly (i) declare or pay any
dividend or make any other payment or distribution on account of the Company's
or any of its Restricted Subsidiaries' Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation
involving the Company) or to the direct or indirect holders of the Company's
or any of its Restricted Subsidiaries' Equity Interests in their capacity as
such (other than dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company); (ii) purchase, redeem, or otherwise
acquire or retire for value (including, without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company; (iii) make any payment on or with respect to, or purchase, redeem,
defease, or otherwise acquire or retire for value any Subordinated
Indebtedness, except a payment of principal or interest at Stated Maturity; or
(iv) make any Restricted Investment (all such payments and other actions set
forth in clauses (i) through (iv) above being collectively referred to as
"Restricted Payments"), unless, at the time of and after giving effect to such
Restricted Payment:
 
    (a) no Default or Event of Default has occurred and is continuing or
  would occur as a consequence thereof; and
 
    (b) the Company would, at the time of such Restricted Payment and after
  giving pro forma effect thereto as if such Restricted Payment had been made
  at the beginning of the applicable four-quarter period, have been permitted
  to incur at least $1.00 of additional Indebtedness under the provisions of
  the first paragraph of the covenant described below under the caption "--
  Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock";
  and
 
    (c) such Restricted Payment, together with the aggregate amount of all
  other Restricted Payments made by the Company and its Subsidiaries after
  the date of the Indenture (excluding Restricted Payments permitted by
  clauses (ii), (iii), (iv), and (v) (but only to the extent of the dividends
  paid to the Company or its Wholly Owned Restricted Subsidiaries pursuant to
  such clause (v)) of the next succeeding paragraph), is less than the sum of
  (i) 50% of the Consolidated Net Income of the Company for the period (taken
  as one accounting period) from the beginning of the first fiscal quarter
  commencing after the date of the Indenture to the end of the Company's most
  recently ended fiscal quarter for which internal financial statements are
 
                                      87
<PAGE>
 
  available at the time of such Restricted Payment (or, if such Consolidated
  Net Income for such period is a deficit, less 100% of such deficit), plus
  (ii) 100% of the aggregate net cash proceeds received by the Company from
  the issue or sale since the date of the Indenture of Equity Interests of
  the Company (other than Disqualified Stock) or Disqualified Stock or debt
  securities of the Company that have been converted into such Equity
  Interests (other than Equity Interests (or Disqualified Stock or
  convertible debt securities) sold to a Subsidiary of the Company and other
  than Disqualified Stock or debt securities that have been converted into
  Disqualified Stock), plus (iii) to the extent that any Restricted
  Investment that was made after the date of the Indenture is sold for cash
  or otherwise liquidated or repaid for cash, the lesser of (A) the cash
  return of capital with respect to such Restricted Investment (less the cost
  of disposition, if any) and (B) the initial amount of such Restricted
  Investment.
 
    The foregoing provisions will not prohibit:
 
      (i) the payment of any dividend within 60 days after the date of
    declaration thereof, if at the date of declaration such payment would
    have complied with the provisions of the Indenture;
 
      (ii) so long as no Default or Event of Default has occurred and is
    continuing, the redemption, repurchase, defeasance, retirement, or
    other acquisition of any Subordinated Indebtedness or Equity Interests
    of the Company in exchange for, or out of the proceeds of, the
    substantially concurrent sale (other than to a Subsidiary of the
    Company) of other Equity Interests of the Company (other than any
    Disqualified Stock); provided that the amount of any such net cash
    proceeds that are utilized for any such redemption, repurchase,
    defeasance, retirement, or other acquisition will be excluded from
    clause (c)(ii) of the preceding paragraph;
 
      (iii) so long as no Default or Event of Default has occurred and is
    continuing, the redemption, repurchase, defeasance, retirement, or
    other acquisition of any Subordinated Indebtedness with the net cash
    proceeds from an incurrence of Permitted Refinancing Indebtedness;
 
      (iv) so long as no Default or Event of Default has occurred and is
    continuing, the retirement of any shares of Disqualified Stock by
    conversion into, or by exchange for, shares of Disqualified Stock, or
    out of the net cash proceeds of the substantially concurrent sale
    (other than to a Subsidiary of the Company) of other shares of
    Disqualified Stock; provided that (a) such Disqualified Stock is not
    subject to mandatory redemption earlier than the maturity of the Senior
    Notes; (b) such Disqualified Stock is in an aggregate liquidation
    preference that is equal to or less than the sum of (x) the aggregate
    liquidation preference of the Disqualified Stock being retired, (y) the
    amount of accrued and unpaid dividends, if any, and premiums owed, if
    any, on the Disqualified Stock being retired, and (z) the amount of
    customary fees, expenses, and costs related to the incurrence of such
    Disqualified Stock; and (c) such Disqualified Stock is incurred by the
    same Person that initially incurred the Disqualified Stock being
    retired, except that the Company may incur Disqualified Stock to refund
    or refinance Disqualified Stock of any Wholly Owned Subsidiary of the
    Company;
 
      (v) the payment of any dividend by a Restricted Subsidiary of the
    Company to the holders of its Equity Interests on a pro rata basis;
 
      (vi) the payment of cash dividends on the Existing Preferred Stock
    when such dividends are required to be paid in accordance with the
    Certificate of Designation with respect to the Existing Preferred
    Stock;
 
      (vii) so long as no Default or Event of Default has occurred and is
    continuing, the repurchase, redemption, or other acquisition or
    retirement for value of any Equity Interests of the Company or any
    Restricted Subsidiary of the Company held by any member of the
    Company's (or any of its Restricted Subsidiaries') management pursuant
    to any management equity subscription agreement or stock option
    agreement in effect as of the date of the Indenture; provided that the
    aggregate price paid for all such repurchased, redeemed, acquired, or
    retired Equity Interests will not exceed $300,000 in any twelve-month
    period:
 
 
                                      88
<PAGE>
 
      (viii) so long as no Default or Event of Default has occurred and is
    continuing, repurchases of Equity Interests deemed to occur upon the
    exercise of stock options or warrants upon surrender of Equity
    Interests to pay the exercise price of such stock options or warrants;
    and
 
      (ix) so long as no Default or Event of Default has occurred and is
    continuing, other Restricted Payments in an aggregate amount not to
    exceed $1.0 million since the date of the Indenture.
 
  The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default;
provided that in no event will the business currently operated by AmeriTel or
Talton Telecommunications be transferred to or held by any Subsidiary other
than a Wholly Owned Restricted Subsidiary. For purposes of making such
determination, all outstanding Investments by the Company and its Restricted
Subsidiaries (except to the extent repaid in cash) in the Subsidiary so
designated will be deemed to be Restricted Payments at the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of this covenant. All such outstanding Investments will be
deemed to constitute Investments in an amount equal to the greatest of (x) the
net book value of such Investments at the time of such designation, (y) the
fair market value of such Investments at the time of such designation, and (z)
the original fair market value of such Investments at the time they were made.
Such designation will only be permitted if such Restricted Payment would be
permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.
 
  The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment will be determined by the
Board of Directors, whose resolution with respect thereto will be set forth in
an Officer's Certificate delivered to the Trustee, such determination to be
based upon an opinion or appraisal issued by an accounting, appraisal, or
investment banking firm of national standing if such fair market value exceeds
$5.0 million. Not later than the date of making any Restricted Payment, the
Company will deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by the covenant "Restricted Payments" were computed and
that no Default or Event of Default will result from making the Restricted
Payment, together with a copy of any fairness opinion or appraisal required by
the Indenture.
 
 Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock
 
  The Indenture provides that the Company will not, and will not permit any of
its Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee, or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness (including
Acquired Indebtedness) and that the Company will not issue any Disqualified
Stock and will not permit any of its Subsidiaries to issue any shares of
preferred stock; provided, however, that the Company may incur Indebtedness
(including Acquired Indebtedness) or issue shares of Disqualified Stock if (A)
the Fixed Charge Coverage Ratio for the Company's most recently ended four
full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock is issued would have been at least (x)
1.75 to 1.0 if the Indebtedness is incurred prior to December 31, 1998, (y)
2.0 to 1.0 if the Indebtedness is incurred prior to December 31, 1999, or (z)
2.5 to 1.0 if the Indebtedness is incurred on or after December 31, 1999,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or
the Disqualified Stock had been issued, as the case may be, at the beginning
of such four-quarter period, and (B) no Default or Event of Default occurs and
is continuing at the time or as a consequence of the incurrence of such
Indebtedness or the issuance of such Disqualified Stock.
 
  The provisions of the first paragraph of this covenant will not apply to the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Indebtedness"):
 
 
                                      89
<PAGE>
 
    (i) the incurrence by the Company or its Restricted Subsidiaries of
  Indebtedness under the Senior Credit Facilities and the issuance and
  creation of letters of credit and banker's acceptances thereunder (with
  letters of credit being deemed to have a principal amount equal to the
  maximum potential liability of the Company and its Restricted Subsidiaries
  thereunder) not to exceed an amount equal to $80.0 million outstanding at
  any one time, less the aggregate amount of all Net Proceeds of Asset Sales
  applied to permanently reduce the commitments with respect to such
  Indebtedness pursuant to the covenant described below under the caption "--
  Limitation on Asset Sales":
 
    (ii) the incurrence by the Company and its Subsidiaries of the Existing
  Indebtedness;
 
    (iii) the incurrence by the Company of Indebtedness represented by the
  Senior Notes issued on the Issuance Date and the incurrence by the
  Subsidiary Guarantors of the Subsidiary Guarantees;
 
    (iv) the incurrence by the Company or any of its Restricted Subsidiaries
  of Permitted Refinancing Indebtedness in exchange for, or the net proceeds
  of which are used to refund, refinance, or replace Indebtedness that was
  permitted by the Indenture to be incurred;
 
    (v) the incurrence by the Company or any of its Wholly Owned Restricted
  Subsidiaries of intercompany Indebtedness between or among the Company and
  any of its Wholly Owned Restricted Subsidiaries; provided, however, that
  (i) if the Company or a Subsidiary Guarantor is the obligor on such
  Indebtedness, such Indebtedness is unsecured and expressly subordinated to
  the prior payment in full in cash of all Obligations with respect to the
  Senior Notes and the Subsidiary Guarantees, respectively, and (ii)(A) any
  subsequent issuance or transfer of Equity Interests that results in any
  such Indebtedness being held by a Person other than the Company or a Wholly
  Owned Restricted Subsidiary and (B) any sale or other transfer of any such
  Indebtedness to a Person that is not either the Company or a Wholly Owned
  Restricted Subsidiary will be deemed, in each case, to constitute an
  incurrence of such Indebtedness by the Company or such Restricted
  Subsidiary, as the case may be, that was not permitted by this clause (v);
 
    (vi) the incurrence by the Company or any of its Restricted Subsidiaries
  of Hedging Obligations in the ordinary course of business of the Company or
  any of its Restricted Subsidiaries; provided that the notional principal
  amount of such Hedging Obligation does not exceed the principal amount of
  Indebtedness to which such Hedging Obligation relates;
 
    (vii) the guarantee by the Company or any of the Subsidiary Guarantors of
  Indebtedness of the Company or any of its Restricted Subsidiaries that was
  permitted to be incurred by another provision of this covenant;
 
    (viii) the incurrence by the Company's Unrestricted Subsidiaries of Non-
  Recourse Debt; provided, however, that if any such Indebtedness ceases to
  be Non-Recourse Debt of an Unrestricted Subsidiary, such event will be
  deemed to constitute an incurrence of Indebtedness (and Liens, if any,
  securing such Indebtedness) by a Restricted Subsidiary of the Company; or
 
    (ix) the incurrence by the Company or any of its Restricted Subsidiaries
  of additional Indebtedness in an aggregate principal amount (or accreted
  value, as applicable) at any time outstanding, including all Permitted
  Refinancing Indebtedness incurred to refund, refinance, or replace any
  other Indebtedness incurred pursuant to this clause (ix), not to exceed
  $5.0 million.
 
  For purposes of determining compliance with this covenant, in the event that
an item of Indebtedness meets the criteria of more than one of the categories
of Permitted Indebtedness described in clauses (i) through (ix) above or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company will, in its sole discretion, classify such item of Indebtedness in
any manner that complies with this covenant and such item of Indebtedness will
be treated as having been incurred pursuant to only one of such clauses or
pursuant to the first paragraph hereof. Accrual of interest, the accretion of
accreted value, and the payment of interest in the form of additional
Indebtedness will not be deemed to be an incurrence of Indebtedness for
purposes of this covenant.
 
 
                                      90
<PAGE>
 
 Limitation on Asset Sales
 
  The Indenture provides that the Company will not, and will not permit any of
its Restricted Subsidiaries to consummate an Asset Sale unless (i) the Company
(or the Restricted Subsidiary, as the case may be) receives consideration at
the time of such Asset Sale at least equal to the fair market value (evidenced
by a resolution of the Board of Directors set forth in an Officers'
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor received by the Company or such Restricted Subsidiary is in the form
of cash or Cash Equivalents; provided that the amount of (x) any liabilities
(as shown on the Company's or such Restricted Subsidiary's most recent balance
sheet), of the Company or any Restricted Subsidiary (other than contingent
liabilities and liabilities that are by their terms subordinated to the Senior
Notes or any guarantee thereof) that are assumed by the transferee of any such
assets pursuant to a customary novation agreement that releases the Company or
such Restricted Subsidiary from further liability and (y) any securities,
notes, or other obligations received by the Company or any such Restricted
Subsidiary from such transferee that are immediately converted by the Company
or such Restricted Subsidiary into cash (to the extent of the cash received),
will be deemed to be cash for purposes of this clause (ii).
 
  Within 270 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or any such Restricted Subsidiary may apply such Net Proceeds, at
its option, (a) to repay Indebtedness outstanding under the Senior Credit
Facilities (and to correspondingly reduce commitments with respect thereto),
or (b) to the acquisition of a controlling interest in another business, the
making of a capital expenditure, or the acquisition of other long-term assets,
in each case, in the same or a similar line of business as the Company was
engaged in on the date of the Indenture. Pending the final application of any
such Net Proceeds, the Company or such Restricted Subsidiary may temporarily
reduce outstanding revolving credit borrowings, including borrowings under the
Senior Credit Facilities or otherwise invest such Net Proceeds in any manner
that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales
that are not applied or invested as provided in the first sentence of this
paragraph will be deemed to constitute "Excess Proceeds."
 
  Not later than 30 days after any date (an "Asset Sale Offer Trigger Date")
that the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company will mail to each holder of the Senior Notes at such holder's
registered address a notice stating (i) that an Asset Sale Offer Trigger Date
has occurred and that the Company is offering to purchase the maximum
principal amount of the Senior Notes that may be purchased out of the Excess
Proceeds, at an offer price in cash equal to 100% of the principal amount
thereof, plus accrued and unpaid interest to the date of purchase (the "Asset
Sale Offer Purchase Date"), which will be a business day, specified in such
notice, that is not earlier than 30 days or later than 60 days from the date
such notice is mailed; (ii) the amount of accrued and unpaid interest as of
the Asset Sale Offer Purchase Date; (iii) that any Senior Note not tendered
will continue to accrue interest; (iv) that, unless the Company defaults in
the payment of the purchase price for the Senior Notes payable pursuant to the
Asset Sale Offer, any Senior Notes accepted for payment pursuant to the Asset
Sale Offer shall cease to accrue interest after the Asset Sale Offer Purchase
Date; (v) the procedures, consistent with the Indenture, to be followed by a
holder of the Senior Notes in order to accept an Asset Sale Offer or to
withdraw such acceptance; and (vi) such other information as may be required
by the Indenture and applicable laws and regulations.
 
  On the Asset Sale Offer Purchase Date, the Company will (i) accept for
payment the maximum principal amount of the Senior Notes or portions thereof
tendered pursuant to the Asset Sale Offer that can be purchased out of Excess
Proceeds from such Asset Sale; (ii) deposit with the Paying Agent the
aggregate purchase price of all the Senior Notes or portions thereof accepted
for payment and any accrued and unpaid interest on such Senior Notes as of the
Asset Sale Offer Purchase Date; and (iii) deliver or cause to be delivered to
the Trustee all the Senior Notes tendered pursuant to the Asset Sale Offer. If
less than all the Senior Notes tendered pursuant to the Asset Sale Offer are
accepted for payment by the Company for any reason consistent with the
Indenture, selection of the Senior Notes to be purchased by the Company will
be in compliance with the requirements of the principal national securities
exchange, if any, on which the Senior Notes are listed or, if the Senior Notes
are not so listed, on a pro rata basis, by lot or by such method as the
Trustee deems fair and appropriate; provided that the Senior Notes accepted
for payment in part will only be purchased in integral multiples of $1,000.
The
 
                                      91
<PAGE>
 
paying agent will promptly mail to each holder of the Senior Notes or portions
thereof accepted for payment an amount equal to the purchase price for such
Senior Notes plus any accrued and unpaid interest thereon, and the Trustee
will promptly authenticate and mail to such holder of the Senior Notes
accepted for payment in part a new Senior Note equal in principal amount to
any unpurchased portion of the Senior Notes, and any Senior Note not accepted
for payment in whole or in part will be promptly returned to the holder of
such Senior Note. On and after an Asset Sale Offer Purchase Date, interest
will cease to accrue on the Senior Notes or portions thereof accepted for
payment, unless the Company defaults in the payment of the purchase price
therefor. The Company will announce the results of the Asset Sale Offer to
holders of the Senior Notes on or as soon as practicable after the Asset Sale
Offer Purchase Date. To the extent that the aggregate amount of the Senior
Notes tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company may use any remaining Excess Proceeds for general
corporate purposes. If the aggregate principal amount of the Senior Notes
surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Trustee will select the Senior Notes to be purchased on a pro rata basis. Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero.
 
  The Company will comply with the applicable tender offer rules, including
the requirements of Rule 14e-1 under the Exchange Act, and all other
applicable securities laws and regulations in connection with any Asset Sale
Offer.
 
 Limitation on Liens
 
  The Indenture provides that the Company will not, and will not permit any of
its Restricted Subsidiaries to, create, incur, or otherwise cause or suffer to
exist or become effective any Liens of any kind (other than Permitted Liens)
upon any property or assets of the Company or any such Restricted Subsidiary
or any shares of stock or debt of any such Restricted Subsidiary unless (i) if
such Lien secures Indebtedness that is pari passu with the Senior Notes, then
the Senior Notes are secured on an equal and ratable basis with the
obligations so secured until such time as such obligation is no longer secured
by a Lien or (ii) if such Lien secures Subordinated Indebtedness, any such
Lien will be subordinated to a Lien granted to the holders of the Senior Notes
in the same collateral as that securing such Lien to the same extent as such
Subordinated Indebtedness is subordinated to the Senior Notes.
 
 Limitation on Merger, Consolidation, or Sale of Assets
 
  The Indenture provides that the Company may not consolidate or merge with or
into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey, or otherwise dispose of all or substantially
all of its properties or assets in one or more related transactions, to
another Person unless (i) the Company is the surviving corporation or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance,
or other disposition has been made is a corporation organized or existing
under the laws of the United States, any state thereof, or the District of
Columbia; (ii) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or the Person to which such sale,
assignment, transfer, lease, conveyance, or other disposition has been made
assumes all the obligations of the Company under the Senior Notes and the
Indenture pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee and the obligations under the Indenture will
remain in full force and effect; (iii) immediately after such transaction no
Default or Event of Default exists; and (iv) except in the case of a merger of
the Company with or into a Wholly Owned Restricted Subsidiary of the Company,
the Company or the Person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, assignment,
transfer, lease, conveyance, or other disposition has been made will, at the
time of such transaction and after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable four-quarter
period, be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first
paragraph of the covenant described above under the caption "--Limitation on
Incurrence of Indebtedness and Issuance of Preferred Stock."
 
 
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<PAGE>
 
  In connection with any consolidation, merger, or transfer of assets
contemplated by this provision, the Company will deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to
the Trustee, an Officers' Certificate and an opinion of counsel, each stating
that such consolidation, merger, or transfer and the supplemental indenture in
respect thereto comply with this provision and that all conditions precedent
relating to such transaction or transactions have been complied with.
 
 Limitation on Transactions with Affiliates
 
  The Indenture provides that the Company will not, and will not permit any of
its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer,
or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, understanding, loan, advance, or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless
(i) such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person and (ii) the Company delivers to the
Trustee (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$500,000, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause
(i) above and that such Affiliate Transaction has been approved by a majority
of the disinterested members of the Board of Directors and (b) with respect to
any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $5.0 million, an opinion as to
the fairness to the Holders of such Affiliate Transaction from a financial
point of view issued by an accounting, appraisal, or investment banking firm
of national standing; provided that the following shall not be deemed to be
Affiliate Transactions: (1) transactions pursuant to the Senior Credit
Facilities; (2) customary investment banking or financial advisory services
rendered by CIBC Wood Gundy Securities Corp. or Onyx Partners, Inc. or any of
their respective affiliates; (3) transactions under the Talton Lease (as such
agreement may be amended or replaced, so long as any amounts paid under such
amended or replacement agreement do not exceed the amounts payable under such
agreement as in effect on the Issuance Date); (4) payments made by the Company
or any of its Restricted Subsidiaries pursuant to the terms of the Consulting
and Strategic Services Agreement (as such agreement may be amended or
replaced, so long as any amounts paid under such amended or replacement
agreement do not exceed the amounts payable under such agreement as in effect
on the Issuance Date); (5) transactions pursuant to the Shareholders Agreement
and the Equity Registration Rights Agreement, each as in effect on the
Issuance Date; (6) any employment agreement entered into by the Company or any
of its Restricted Subsidiaries in the ordinary course of business and
consistent with the past practice of the Company or such Restricted
Subsidiary; (7) transactions between or among the Company and/or its
Restricted Subsidiaries; and (8) Restricted Payments and Permitted Investments
that are permitted by the provisions of the Indenture described above under
the caption "--Limitation on Restricted Payments."
 
 Limitation on Sale and Leaseback Transactions
 
  The Indenture provides that the Company will not, and will not permit any of
its Restricted Subsidiaries to, enter into any sale and leaseback transaction;
provided that the Company or such Restricted Subsidiary may enter into a sale
and leaseback transaction if (i) the Company or such Restricted Subsidiary
could have (a) incurred Indebtedness in an amount equal to the Attributable
Debt relating to such sale and leaseback transaction pursuant to the Fixed
Charge Coverage Ratio test set forth in the first paragraph of the covenant
described under the caption "--Limitation on Incurrence of Additional
Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to
secure such Indebtedness pursuant to the covenant described under the caption
"--Limitation on Liens," (ii) the gross cash proceeds of such sale and
leaseback transaction are at least equal to the fair market value (as
determined in good faith by the Board of Directors and set forth in an
Officers' Certificates delivered to the Trustee) of the property that is the
subject of such sale and lease back transaction, and (iii) the transfer of
assets in such sale and leaseback transaction is permitted by, and the Company
or such Restricted Subsidiary applies the proceeds of such transaction in
compliance with, the covenant described under the caption "--Limitation on
Asset Sales."
 
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<PAGE>
 
 Additional Subsidiary Guarantees
 
  The Indenture provides that if the Company or any of its Restricted
Subsidiaries acquire or create another Restricted Subsidiary or designate an
Unrestricted Subsidiary to be a Restricted Subsidiary after the date of the
Indenture, then such newly acquired or created or designated Restricted
Subsidiary will execute a Subsidiary Guarantee and deliver an opinion of
counsel, in accordance with the terms of the Indenture.
 
 Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries
 
  The Indenture provides that the Company will not, and will not permit any of
its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any encumbrance or restriction on
the ability of any Restricted Subsidiary to (i) pay dividends or make any
other distributions to the Company or any of its Restricted Subsidiaries on
its Capital Stock or with respect to any other interest or participation in,
or measured by, its profits, or pay any indebtedness owed to the Company or
any of its Restricted Subsidiaries; (ii) pay any Indebtedness owed to the
Company or any of its Restricted Subsidiaries; (iii) make loans or advances to
the Company or any of its Restricted Subsidiaries; (iv) guarantee any
Indebtedness of the Company or any other Restricted Subsidiary of the Company;
or (v) transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (a) Existing Indebtedness as in effect on the date of
the Indenture, (b) the Senior Credit Facility, and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements, or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacement, or refinancings are no more restrictive with respect to such
dividend and other payment restrictions than those contained in the Existing
Credit Facility, (c) any acquisition facility under the Senior Credit
Facilities and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements, or refinancings thereof,
provided that any such encumbrances or restrictions in such acquisition
facility or any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements, or refinancings thereof are no more
restrictive with respect to such dividend and other payment restrictions than
those contained in the Existing Credit Facility, (d) the Indenture, the Senior
Notes, and the Subsidiary Guarantees, (e) applicable law, (f) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company or
any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness was incurred in connection
with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person, or the property or assets of the Person, so
acquired, provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of the Indenture to be incurred, (g) customary non-
assignment provisions in leases and other agreements entered into in the
ordinary course of business and consistent with past practices, (h) purchase
money obligations for property acquired in the ordinary course of business
that impose restrictions of the nature described in clause (v) above on the
property so acquired, or (i) Permitted Refinancing Indebtedness, provided that
the restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are no more restrictive than those contained in the
agreements governing the Indebtedness being refinanced.
 
 Limitation on Capital Stock of Restricted Subsidiaries
 
  The Indenture provides that the Company (i) will not, and will not permit
any Restricted Subsidiary of the Company to, transfer, convey, sell, lease,
pledge, hypothecate, or otherwise dispose of any Capital Stock of any
Restricted Subsidiary of the Company to any Person (other than the Company or
a wholly Owned Restricted Subsidiary of the Company), other than Capital Stock
of a Restricted Subsidiary of the Company that holds property or assets
acquired by the Company and its Restricted Subsidiaries after the Issuance
Date, and (ii) will not permit any Restricted Subsidiary of the Company to
issue any of its Equity Interests to any Person other than to the Company or a
wholly Owned Restricted Subsidiary of the Company. The foregoing restrictions
will not apply to (a) an Asset Sale made in compliance with the covenant
described under the caption "--Limitation on Asset Sales" or (b) a pledge or
hypothecation or other Lien on Capital Stock of a Restricted Subsidiary
otherwise permitted by the covenant described under the caption "--Limitation
on Liens."
 
                                      94
<PAGE>
 
 Reports
 
  The Indenture provides that, whether or not the Company is then subject to
Section 13(a) or 15(d) of the Exchange Act, so long as any Senior Notes are
outstanding, the Company will furnish to the Trustee and all Holders of the
Senior Notes (i) all annual reports, quarterly reports and other periodic
reports which the Company would have been required to file with the Securities
and Exchange Commission (the "Commission") pursuant to Section 13(a) or 15(d)
of the Exchange Act if the Company were so subject. In addition, whether or
not required by the rules and regulations of the Commission, the Company will
file a copy of all such information and reports with the Commission, on or
prior to the respective dates by which the Company would have been required to
file such documents if subject to Section 13(a) or 15(d) of the Exchange Act,
for public availability (unless the Commission will not accept such a filing)
and make such information available to securities analysts and prospective
investors upon request. In addition, the Company and the Subsidiary Guarantors
have agreed that, for so long as any Senior Notes remain outstanding, they
will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.
 
EVENTS OF DEFAULT AND REMEDIES
 
  The Indenture provides that each of the following constitutes an Event of
Default:
 
    (i) default for 30 days in the payment when due of interest on the Senior
  Notes;
 
    (ii) default in payment when due of the principal of or premium, if any,
  on the Senior Notes;
 
    (iii) failure by the Company or any Subsidiary to comply with the
  provisions described under the caption "Change of Control Offer," "--
  Certain Covenants--Limitation on Asset Sales," "--Certain Covenants--
  Limitation on Restricted Payments" or "Certain Covenants--Limitation on
  Incurrence of Indebtedness";
 
    (iv) failure by the Company or any Subsidiary for 60 days after receipt
  of written notice given by the Trustee or the holders of at least 25% in
  principal amount of the Senior Notes then outstanding to comply with any of
  its other agreements in the Indenture or the Senior Notes;
 
    (v) default under any mortgage, indenture, or instrument under which
  there may be issued or by which there may be secured or evidenced any
  Indebtedness for money borrowed by the Company or any of its Restricted
  Subsidiaries (or the payment of which is guaranteed by the Company or any
  of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
  exists, or is created after the date of the Indenture, which default (a) is
  caused by a failure to pay principal of or premium, if any, or interest on
  such Indebtedness prior to the expiration of the grace period provided in
  such Indebtedness on the date of such default (a "Payment Default") or (b)
  results in the acceleration of such Indebtedness prior to its express
  maturity and, in each case, the principal amount of any such Indebtedness,
  together with the principal amount of any other such Indebtedness under
  which there has been a Payment Default or the maturity of which has been so
  accelerated, aggregates $5.0 million or more, and such default has not been
  cured, waived, or postponed pursuant to an agreement with the holders of
  such Indebtedness within 30 days after written notice as provided in the
  Indenture, or such acceleration is not rescinded or annulled within 10 days
  after written notice as provided in the Indenture;
 
    (vi) failure by the Company or any of its Restricted Subsidiaries to pay
  final judgments aggregating in excess of $5.0 million, which judgments are
  not paid, discharged, or stayed for a period of 60 days after their entry;
 
    (vii) any holder (or person acting on its behalf) of at least $5.0
  million in aggregate principal amount of Indebtedness of the Company or any
  of its Restricted Subsidiaries, subsequent to the occurrence of a default
  with respect to such Indebtedness and in accordance with the terms of the
  document or agreement governing such Indebtedness, commences judicial
  proceedings to foreclose upon assets of the Company or any of its
  Restricted Subsidiaries having an aggregate fair market value in excess of
  $5.0 million or exercises any rights under applicable law or applicable
  security documents to take ownership of any such assets in lieu of
  foreclosure;
 
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<PAGE>
 
    (viii) certain events of bankruptcy or insolvency with respect to the
  Company or any Restricted Subsidiary; and
 
    (ix) except as permitted by the Indenture, any Subsidiary Guarantee is
  held in any judicial proceeding to be unenforceable or invalid or ceases
  for any reason to be in full force and effect or any Subsidiary Guarantor,
  or any Person acting on behalf of any Subsidiary Guarantor, denies or
  disaffirms its obligations under its Subsidiary Guarantee.
 
  If any Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the then outstanding Senior Notes may
declare all the Senior Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company or any
Restricted Subsidiary, all outstanding Senior Notes will become due and
payable without further action or notice. Holders of the Senior Notes may not
enforce the Indenture or the Senior Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of
the then outstanding Senior Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Senior Notes
notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest.
 
  In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have
had to pay if the Company then had elected to redeem the Senior Notes pursuant
to the optional redemption provisions of the Indenture, an equivalent premium
will also become and be immediately due and payable to the extent permitted by
law upon the acceleration of the Senior Notes. If an Event of Default occurs
prior to June 30, 2002 by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Senior Notes prior to June 30, 2002, then the
premium specified in the Indenture will also become immediately due and
payable to the extent permitted by law upon the acceleration of the Senior
Notes.
 
  The Holders of a majority in aggregate principal amount of the Senior Notes
then outstanding by notice to the Trustee may, on behalf of the Holders of all
of the Senior Notes, waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest on, or the principal of, the Senior Notes.
 
  No Holder of any Senior Note will have any right to institute any proceeding
with respect to the Indenture or for any remedy under the Indenture, unless
such holder has previously given to the Trustee written notice of a continuing
Event of Default and unless also the holders of at least 25% in aggregate
principal amount of the outstanding Senior Notes has made written request and
offered reasonable indemnity to the Trustee to institute such proceeding as a
trustee, and unless the Trustee has not received from the holders of a
majority in aggregate principal amount of the outstanding Senior Notes, a
direction inconsistent with such request and has failed to institute such
proceeding within 60 days. However, such limitations do not apply to a suit
instituted on such Senior Note on or after the respective due dates expressed
in such Senior Note.
 
  The Company is required to deliver to the Trustee on or before 100 days
after the end of the Company's fiscal year and on or before 50 days after the
end of the first three fiscal quarters in each year an Officers' Certificate
regarding compliance with the Indenture, and the Company is required, upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.
 
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
 
  No director, officer, employee, incorporator, or stockholder of the Company,
as such, will have any liability for any obligations of the Company under the
Senior Notes or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Senior
Notes, by accepting a Senior Note, waives and releases all such liability. The
waiver and release are part of the consideration for issuance of
 
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<PAGE>
 
the Senior Notes. Such waiver may not be effective to waive liabilities under
the federal securities laws and it is the view of the Commission that such a
waiver is against public policy.
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
  The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Senior Notes ("Legal
Defeasance") except for (i) the rights of Holders of outstanding Senior Notes
to receive payments in respect of the principal of, premium, if any, and
interest on such Senior Notes when such payments are due from the trust
referred to below, (ii) the Company's obligations with respect to the Senior
Notes concerning issuing temporary Senior Notes, registration of Senior Notes,
mutilated, destroyed, lost, or stolen Senior Notes and the maintenance of an
office or agency for payment and money for security payments held in trust,
(iii) the rights, powers, trusts, duties, and immunities of the Trustee, and
the Company's obligations in connection therewith, and (iv) the Legal
Defeasance provisions of the Indenture. In addition, the Company may, at its
option and at any time, elect to have the obligations of the Company released
with respect to certain covenants that are described in the Indenture
("Covenant Defeasance") and thereafter any omission to comply with such
obligations will not constitute a Default or Event of Default with respect to
the Senior Notes. In the event Covenant Defeasance occurs, certain events (not
including non-payment, bankruptcy, receivership, rehabilitation, and
insolvency events) described under the caption "--Events of Default" will no
longer constitute an Event of Default with respect to the Senior Notes.
 
  In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit
of the Holders of the Senior Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent
public accountants, to pay the principal of, premium, if any, and interest on,
the outstanding Senior Notes on the stated maturity or on the applicable
redemption date, as the case may be, and the Company must specify whether the
Senior Notes are being defeased to maturity or to a particular redemption
date; (ii) in the case of Legal Defeasance, the Company must deliver to the
Trustee an opinion of counsel in the United States reasonably acceptable to
the Trustee confirming that (A) the Company has received from, or there has
been published by the Internal Revenue Service a ruling or (B) since the date
of the Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion of
counsel shall confirm that the Holders of the outstanding Senior Notes will
not recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred; (iii) in the case of Covenant
Defeasance, the Company must deliver to the Trustee an opinion of counsel in
the United States reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Senior Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; (iv) no Default or Event of Default shall have
occurred and be continuing on the date of such deposit (other than a Default
or Event of Default resulting from the borrowing of funds to be applied to
such deposit) or insofar as Events of Default from bankruptcy or insolvency
events are concerned, at any time in the period ending on the 91st day after
the date of deposit; (v) such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default under any material
agreement or instrument (other than the Indenture) to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound; (vi) the Company must have delivered to the Trustee an
opinion of counsel to the effect that after the 91st day following the
deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally; (vii) the Company must deliver to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Senior Notes over the other creditors of
the Company with the intent of defeating, hindering, delaying, or defrauding
creditors of the Company or others; and (viii) the Company must deliver to the
Trustee an Officers' Certificate and an opinion of counsel, each stating that
all conditions precedent provided for relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.
 
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<PAGE>
 
TRANSFER AND EXCHANGE
 
  A Holder may transfer or exchange Senior Notes in accordance with the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or
exchange any Senior Note selected for redemption. Also, the Company is not
required to transfer or exchange any Senior Note for a period of 15 days
before a selection of Senior Notes to be redeemed.
 
  The registered Holder of a Senior Note will be treated as the owner of such
Senior Note for all purposes.
 
SATISFACTION AND DISCHARGE
 
  The Indenture will be discharged and will cease to be of further effect as
to all the Senior Notes issued thereunder, when either (a) all such Senior
Notes theretofore authenticated and delivered (except lost, stolen or
destroyed Senior Notes which have been replaced or paid and the Senior Notes
for whose payment money has theretofore been deposited in trust and thereafter
repaid to the Company) have been delivered to the Trustee for cancellation; or
(b) (i) all such Senior Notes not theretofore delivered to the Trustee for
cancellation have become due and payable within one year and the Company or a
Subsidiary Guarantor, if any, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust an amount of money
sufficient to pay and discharge the entire Indebtedness on such Senior Notes
not theretofore delivered to the Trustee for cancellation for principal,
premium, if any, and accrued interest to the date of maturity or redemption;
(ii) no Default or Event of Default with respect to the Indenture or the
Senior Notes has occurred and is continuing on the date of such deposit or
will occur as a result of such deposit and such deposit will not result in a
breach or violation of, or constitute a default under, any other instrument to
which the Company or a Subsidiary Guarantor, is a party or by which the
Company or a Subsidiary Guarantor is bound; (iii) the Company or a Subsidiary
Guarantor, has paid or caused to be paid all sums payable by it under such
Indenture; and (iv) the Company has delivered irrevocable instructions to the
Trustee under such Indenture to apply the deposited money toward the payment
of such Senior Notes at maturity or the redemption date, as the case may be.
In addition, the Company must deliver an Officers' Certificate and an opinion
of counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.
 
AMENDMENT, SUPPLEMENT, AND WAIVER
 
  Except as provided in the next two succeeding paragraphs, the Indenture, the
Senior Notes, and the Registration Rights Agreement may be amended or
supplemented with the consent of the Holders of at least a majority in
principal amount of the Senior Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender
offer or exchange offer for, Senior Notes), and any existing default or
compliance with any provision of the Indenture or the Senior Notes may be
waived with the consent of the Holders of a majority in principal amount of
the then outstanding Senior Notes (including consents obtained in connection
with a tender offer or exchange offer for Senior Notes).
 
  Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Senior Notes held by a non-consenting Holder): (i) reduce
the principal amount of Senior Notes whose Holders must consent to an
amendment, supplement or waiver; (ii) reduce the principal of or change the
fixed maturity of any Senior Note or alter the provisions with respect to the
redemption of the Senior Notes (other than provisions relating to the
covenants described above under the captions "--Change of Control Offer" and
"--Certain Covenants--Limitation on Asset Sales"); (iii) reduce the rate of or
change the time for payment of interest on any Senior Note; (iv) waive a
Default or Event of Default in the payment of principal of or premium, if any,
or interest on the Senior Notes (except a rescission of acceleration of the
Senior Notes by the Holders of at least a majority in aggregate principal
amount of the Senior Notes and a waiver of the payment default that resulted
from such acceleration); (v) make any Senior Note payable in money other than
that stated in the Senior Notes; (vi) make any change in the provisions of the
Indenture relating to waivers of past Defaults or the rights of Holders of
Senior Notes to receive payments of principal of or premium, if any, or
interest on the Senior Notes;
 
                                      98
<PAGE>
 
(vii) waive a redemption payment with respect to any Senior Note (other than a
payment required by one of the covenants described above under the caption "--
Change of Control Offer" or "--Certain Covenants--Limitation on Asset Sales");
(viii) affect the ranking of the Senior Notes in a manner adverse to the
Holders of the Senior Notes; or (ix) make any change in the foregoing
amendment and waiver provisions.
 
  Notwithstanding the foregoing, without the consent of any Holder of Senior
Notes, the Company and the Trustee may amend or supplement the Indenture, the
Senior Notes, and the Registration Rights Agreement to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Senior Notes in
addition to or in place of certificated Senior Notes, to provide for the
assumption of the Company's obligations to Holders of Senior Notes in the case
of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of Senior Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or
to comply with requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.
 
CONCERNING THE TRUSTEE
 
  The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any
such claim as security or otherwise. The Trustee will be permitted to engage
in other transactions; however, if it acquires any conflicting interest it
must eliminate such conflict within 90 days, apply to the Commission for
permission to continue, or resign.
 
  The Holders of a majority in principal amount of the then outstanding Senior
Notes will have the right to direct the time, method, and place of conducting
any proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
occurs (that is not cured), the Trustee is required, in the exercise of its
power, to use the degree of care of a prudent person in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation
to exercise any of its rights or powers under the Indenture at the request of
any Holder of the Senior Notes, unless such Holder has offered to the Trustee
security and indemnity satisfactory to it against any loss, liability, or
expense.
 
GOVERNING LAW
 
  The Indenture, the Senior Notes, and the Subsidiary Guarantees are subject
to certain exceptions, governed by and construed in accordance with, the
internal laws of the State of New York, without regard to choice of law rules.
 
ADDITIONAL INFORMATION
 
  Anyone who receives this Prospectus may obtain a copy of the Indenture and
Registration Rights Agreement without charge by writing to Talton Holdings,
Inc., 1209 W. North Carrier Parkway, Suite 300, Grand Prairie, Texas, 75050
Attention: Secretary.
 
CERTAIN DEFINITIONS
 
  Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used in this Prospectus for which no definition is
provided.
 
  "Acquired Indebtedness" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person,
including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.
 
 
                                      99
<PAGE>
 
  "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled
by" and "under common control with"), as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the voting securities of
a Person shall be deemed to be control.
 
  "Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets or rights (including, without limitation, by way of a sale and
leaseback) other than sales of inventory or equipment in the ordinary course
of business consistent with past practices (provided that the sale, lease,
conveyance or other disposition of all or substantially all of the assets of
the Company and its Restricted Subsidiaries taken as a whole will be governed
by the provisions of the Indenture described above under the caption "change
of Control Offer" and/or the provisions described above under the caption "--
Certain Covenants--Limitation on Merger, Consolidation or Sale of Assets" and
not by the provisions described under the caption "--Certain Covenants--
Limitation on Asset Sales"), whether in a single transaction or a series of
related transactions (a) that have a fair market value in excess of $100,000
or (b) for net proceeds in excess of $100,000 and (ii) the issue or sale by
the Company or any of its Restricted Subsidiaries of Equity Interests of any
of the Company's Restricted Subsidiaries, whether in a single transaction or a
series of related transactions. Notwithstanding the foregoing: (i) any
simultaneous exchanges of telephones and related contracts and equipment of
the Company or any Restricted Subsidiaries for telephones and related
contracts and equipment of another Person with equivalent fair market value
(provided that the fair market value of telephones and related contracts and
equipment so exchanged in any fiscal year shall not exceed 10% of the total
assets of the Company on a consolidated basis); (ii) a transfer of assets by
the Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned
Restricted Subsidiary to the Company or to another Wholly Owned Restricted
Subsidiary; (iii) an issuance of Equity Interests by a Wholly Owned Restricted
Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary;
and (iv) a Restricted Payment that is permitted by the covenant described
above under the caption "--Certain Covenants--Limitation on Restricted
Payments", in each case, will not be deemed to be an Asset Sale.
 
  "Attributable Debt" in respect of a sale and leaseback transaction means, at
the time of determination, the present value (discounted at the rate of
interest implicit in such transaction determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).
 
  "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.
 
  "Capital Stock" means: (i) in the case of a corporation, corporate stock;
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock; (iii) in the case of a partnership or a limited liability
company, partnership or membership interests (whether general or limited); and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.
 
  "Cash Equivalents" means: (i) United States dollars; (ii) securities issued
or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality thereof having maturities of not more than 365
days from the date of acquisition; (iii) certificates of deposit and
eurodollar time deposits with maturities of 365 days or less from the date of
acquisition, bankers' acceptances with maturities not exceeding 365 days and
overnight bank deposits, in each case with any commercial banking institution
that is a lender under the Senior Credit Facilities or a member of the Federal
Reserve System having capital and surplus in excess of $500 million; (iv)
repurchase obligations with a term of not more than 365 days for underlying
securities of the types described in clauses (ii) and (iii) above entered into
with any financial institution meeting the qualifications
 
                                      100
<PAGE>
 
specified in clause (iii) above; (v) commercial paper rated at least P-1 by
Moody's Investors Service, Inc. or at least A-1 by Standard & Poor's
Corporation and in each case maturing within nine months after the date of
acquisition; and (vi) money market funds which invest substantially all of
their assets in instruments of the types described in clauses (i) through (v)
above.
 
  "Change of Control" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all
or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole to any "person" (as such term is used in Section
13(d)(3) of the Exchange Act) other than the Principals or their Related
Parties (as defined below); (ii) the adoption of a plan relating to the
liquidation or dissolution of the Company; (iii) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as defined above), other than the
Principals and their Related Parties, becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except
that a person shall be deemed to have "beneficial ownership" of all securities
that such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition) directly or indirectly, of more than 50% of the Voting Stock of the
Company (measured by voting power rather than number of shares); or (iv) the
first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors. For purposes of this definition, any
transfer of an equity interest of an entity that was formed for the purpose of
acquiring Voting Stock of the Company will be deemed to be a transfer of such
portion of such Voting Stock as corresponds to the portion of the equity of
such entity that has been so transferred.
 
  "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus (i) an amount
equal to any extraordinary loss plus any net loss realized in connection with
an Asset Sale (to the extent such losses were deducted in computing such
Consolidated Net Income), plus (ii) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period (to the
extent that such provision for taxes was included in computing such
Consolidated Net Income), plus (iii) consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, whether paid or
accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions,
discounts and other fees and charges incurred in respect of letter of credit
or bankers' acceptance financings, and net payments (if any) pursuant to
Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income, plus (iv) depreciation, amortization
(including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash expenses (excluding any such non-cash expenses to the extent
that it represents an accrual of or reserve for cash expenses in any future
period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Restricted Subsidiaries for such period (to the
extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income), minus (v) non-cash items
increasing such Consolidated Net Income for such period, in each case, on a
consolidated basis and determined in accordance with GAAP. Notwithstanding the
foregoing, the provision for taxes on the income or profits of, and the
depreciation and amortization and other non-cash expenses of, a Subsidiary of
the referent Person shall be added to Consolidated Net Income to compute
Consolidated Cash Flow only to the extent (and in same proportion) that the
Net Income of such Subsidiary was included in calculating the Consolidated Net
Income of such Person and only if a corresponding amount would be permitted at
the date of determination to be dividended to the Company by such Subsidiary
without prior governmental approval (that has not been obtained), and without
direct or indirect restriction pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Subsidiary or its stockholders.
 
  "Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, determined in
 
                                      101
<PAGE>
 
   
accordance with GAAP; provided that (i) the Net Income (but not loss) of any
Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid in cash to the referent Person or a Wholly
Owned Restricted Subsidiary thereof that is a Subsidiary Guarantor; (ii) the
Net Income of any Restricted Subsidiary shall be excluded to the extent that
the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that Net Income is not at the date of determination
permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders; (iii)
the Net Income of any Person acquired in a pooling of interests transaction
for any period prior to the date of such acquisition shall be excluded; and
(iv) the cumulative effect of a change in accounting principles shall be
excluded.     
 
  "Consulting and Strategic Services Agreement" means that certain Consulting
and Strategic Services Agreement between the Company and EUF Talton, L.P.,
dated as of December 27, 1996.
 
  "Continuing Directors" means, as of any date of determination, any member of
the Board of Directors of the Company who (i) was a member of such Board of
Directors for a period of two consecutive years or on the date of the
Indenture if less than two years have elapsed since the date of Indenture) or
(ii) was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such
Board at the time of such nomination or election.
 
  "Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.
 
  "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the Holder thereof in whole or in part, on or prior to the
date that is 91 days after the date on which the Senior Notes mature, provided
that only the portion of Capital Stock which so matures or is mandatorily
redeemable, is so convertible or exchangeable or is so redeemable at the
option of the holder thereof prior to such final maturity date will be deemed
to be Disqualified Stock; provided, however, that preferred stock of the
Company that is issued with the benefit of provisions requiring a change of
control offer to be made for such Capital Stock in the event of a Change of
Control of the Company, which provisions have substantially the same effect as
the provisions of the Indenture described under "Change of Control Offer,"
will not be deemed to be Disqualified Stock solely by virtue of such
provisions.
 
  "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).
 
  "Equity Offering" means any (i) issuance of common stock or preferred stock
by the Company (excluding Disqualified Stock) that is registered pursuant to
the Securities Act, other than issuances registered on Form S-8 and issuances
registered on Form S-4, and (ii) any private issuance of common stock or
preferred stock of the Company (excluding Disqualified Stock), other than
issuances of common stock pursuant to employee benefit plans of the Company or
otherwise as compensation to employees of the Company, in each case generating
aggregate gross proceeds to the Company of at least $25.0 million.
 
  "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.
   
  "Existing Indebtedness" means the Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Existing Credit Facility) in
existence on the date of the Indenture, until such amounts are repaid.     
 
 
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  "Existing Preferred Stock" means the Company's Senior Preferred Stock issued
and outstanding as of the Issuance Date.
 
  "Fixed Charge Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person
and its Restricted Subsidiaries for such period. In the event that the Company
or any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems
any Indebtedness (other than revolving credit borrowings) or issues preferred
stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the date on which the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption. Guarantee or
redemption of Indebtedness, or such issuance or redemption of preferred stock,
as if the same had occurred at the beginning of the applicable four-quarter
reference period. In addition, for purposes of making the computation referred
to above, (i) acquisitions that have been made by the Company or any of its
Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date shall be deemed to have occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated without giving effect to clause (iii) of the
proviso set forth in the definition of Consolidated Net Income, (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, and (iii) the Fixed Charges attributable
to discontinued operations, as determined in accordance with GAAP, and
operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the obligations giving rise to such
Fixed Charges will not be obligations of the referent Person or any of its
Restricted Subsidiaries following the Calculation Date.
 
  "Fixed Charges" means, with respect to any Person for any period, the sum,
without duplication, of (i) the consolidated interest expense (including
capitalized interest) of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued (including, without limitation, amortization
of debt issuance costs and original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers' acceptance financings, and net payments (if any)
pursuant to Hedging Obligations) and (ii) any interest expense on Indebtedness
of another Person that is Guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries (whether or not such Subsidiary Guarantee or Lien is
called upon) and (iii) the product of (A) all dividend payments, whether or
not in cash, on any series of preferred stock of such Person, other than
dividend payments on Equity Interests payable solely in Equity Interests
(other than Disqualified Stock), times (B) a fraction, the numerator of which
is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP.
 
  "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the Issuance Date.
 
  "Government Securities" means securities that are (a) direct obligations of
the United States of America for the timely payment of which its full faith
and credit is pledged or (b) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof.
 
 
                                      103
<PAGE>
 
  "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.
 
  "Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.
 
  "Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or banker's acceptances or
representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable,
if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether
or not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person. The amount of any Indebtedness outstanding as of any date shall
be (i) the accreted value thereof, in the case of any Indebtedness that does
not require current payments of interest, and (ii) the principal amount
thereof, together with any interest thereon that is more than 30 days past
due, in the case of any other Indebtedness.
 
  "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Equity Interests of
such Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of the covenant described above under the
caption "--Certain Covenants--Limitation on Restricted Payments." Investments
will exclude extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices.
 
  "Issuance Date" means the closing date for the sale and original issuance of
the Old Notes under the Indenture.
 
  "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law (including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).
 
  "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but
not loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) and (ii)
any extraordinary gain or loss, together with any related provision for taxes
on such extraordinary gain or loss.
 
  "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other
 
                                      104
<PAGE>
 
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied
to the repayment of Indebtedness (other than indebtedness under the Senior
Credit Facilities or Acquisition Facility) secured by a Lien on the asset or
assets that were the subject of such Asset Sale and any reserve for adjustment
in respect of the sale price of such asset or assets established in accordance
with GAAP.
 
  "Non-Recourse Debt" means Indebtedness (i) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including and undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a guarantor or
otherwise), or (c) constitutes the lender; and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; and (iii) as to which the lenders have been
notified in writing that they will not have any recourse to the stock or
assets of the Company or any of its Restricted Subsidiaries.
 
  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.
 
  "Pari Passu Indebtedness" means (a) with respect to the Senior Notes, any
Indebtedness which ranks pari passu in right of payment to the Senior Notes
and (b) with respect to any Subsidiary Guarantee, any Indebtedness which ranks
pari passu in right of payment to such Subsidiary Guarantee.
 
  "Permitted Investments" means (a) any Investment in the Company or in a
Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary
Guarantor and that is engaged in the same or a similar line of business as the
Company and its Restricted Subsidiaries were engaged in on the date of the
Indenture; (b) any Investment in Cash Equivalents; (c) any Investment by the
Company or any Subsidiary of the Company in a Person, if as a result of such
Investment (i) such Person becomes a Wholly Owned Restricted Subsidiary of the
Company and a Subsidiary Guarantor that is engaged in the same or a similar
line of business as the Company and its Restricted Subsidiaries were engaged
in on the date of the Indenture or (ii) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Wholly Owned Restricted
Subsidiary of the Company that is a Subsidiary Guarantor and that is engaged
in the same or a similar line of business as the Company and its Restricted
Subsidiaries were engaged in on the date of the Indenture; (d) any Investment
made as a result of the receipt of non-cash consideration from an Asset Sale
that was made pursuant to and in compliance with the covenant described above
under the caption "--Certain Covenants--Limitation on Asset Sales"; (e) any
Investment in the same or substantially similar line of business as the
Company or any of its Restricted Subsidiaries acquired solely in exchange for
Equity Interests (other than Disqualified Stock) of the Company; (f) Hedging
Obligations permitted to be incurred under the covenant described above under
the caption "--Certain Covenants--Limitation on Incurrence of Indebtedness and
Issuance of Preferred Stock"; and (g) other Investments in any Person having
an aggregate fair market value (measured on the date each such Investment was
made and without giving effect to subsequent changes in value), when taken
together with all other Investments made pursuant to this clause (g) that are
at the time outstanding, not to exceed $2.0 million.
 
  "Permitted Liens" means (i) Liens securing Senior Indebtedness of the
Company and any Subsidiary Guarantor that was permitted by the terms of the
Indenture to be incurred; (ii) Liens in favor of the Company or any Wholly
Owned Restricted Subsidiary of the Company; (iii) Liens on property of a
Person existing at the time such Person is merged into or consolidated with
the Company or any Restricted Subsidiary of the Company; provided that such
Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company; (iv) Liens on property existing
at the time of acquisition thereof by the Company or any Restricted Subsidiary
of the
 
                                      105
<PAGE>
 
Company, provided that such Liens were in existence prior to the contemplation
of such acquisition; (v) Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of
a like nature incurred in the ordinary course of business; (vi) purchase money
security interests on any property acquired by the Company or any Subsidiary
in the ordinary course of business, securing Indebtedness incurred or assumed
for the purpose of financing all or any part of the cost of acquiring such
property; provided that (a) any such Lien attached to such property
concurrently with or within 90 days after the acquisition thereof, (b) such
Lien attaches solely to the property so acquired in such transaction, (c) the
principal amount of the Indebtedness secured thereby does not exceed 100% of
the cost of such property and (d) the Indebtedness secured by such purchase
money security interests is otherwise permitted by the covenant entitled "--
Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
Stock"; (vii) Liens existing on the date of the Indenture; (viii) Liens for
taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor; (ix) Liens on assets of Unrestricted
Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries; and
(x) Liens incurred in the ordinary course of business of the Company or any
Restricted Subsidiary of the Company with respect to obligations that do not
exceed $2.0 million at any one time outstanding and that (a) are not incurred
in connection with the borrowing of money or the obtaining of advances or
credit (other than trade credit in the ordinary course of business) and (b) do
not in the aggregate materially detract from the value of the property or
materially impair the use thereof in the operation of business by the Company
or such Restricted Subsidiary.
 
  "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted
Subsidiaries; provided that: (i) the principal amount (or accreted value, if
applicable) of, such Permitted Refinancing Indebtedness does not exceed the
principal amount (or accreted value, if applicable) of the Indebtedness so
extended, refinanced, renewed, replaced, defeased or refunded (plus the amount
of reasonable expenses incurred in connection therewith); (ii) such Permitted
Refinancing Indebtedness has a final maturity date no earlier than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; (iii) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Senior Notes, such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Senior
Notes on terms at least as favorable to the Holders of Senior Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary
who is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded, except that the Company may incur Permitted
Refinancing Indebtedness to extend, refinance, renew, replace, defease or
refund, Indebtedness of any Wholly Owned Restricted Subsidiary of the Company.
 
  "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.
 
  "preferred stock" means any Equity Interest with, preferential right of
payment of dividends or upon liquidation, dissolution, or winding up.
 
  "Principals" means (i) Gregg L. Engles, (ii) Joseph P. Urso, (iii) Todd W.
Follmer, (iv) David A. Sachs, (v) CIBC Wood Gundy Ventures, Inc., (vi) Onyx
Talton Partners, L.P., (vii) Regent Capital Equity Partners, L.P., (viii)
Julius E. Talton, or (ix) Julius E. Talton, Jr.
 
  "Related Party" with respect to any Principal means (A) any controlling
stockholder, 80% (or more) owned Subsidiary, or spouse or immediate family
member (in the case of an individual) of such Principal, (B) or trust,
 
                                      106
<PAGE>
 
   
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners, or Persons beneficially holding an 80% or more controlling
interest of which consist of such Principal and/or such other Persons referred
to in the immediately preceding clause (A), or (C) the estate of such
Principal until such estate is distributed pursuant to such Principal's will
or applicable state law.     
 
  "Restricted Investment" means an Investment other than a Permitted
Investment.
 
  "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.
   
  "Senior Credit Facilities" means, collectively, (i) that certain Senior
Credit Facility to be entered into on the terms described herein and (ii) a
senior credit facility to be entered into subsequent to the Issuance Date for
permitted acquisitions by the Company or its Restricted Subsidiaries on the
terms described herein, in each case by and among the Company and the lenders
from time to time parties thereto and Canadian Imperial Bank of Commerce, as
agent for such lenders, including any related notes, guarantees, collateral
documents, instruments, and agreements executed in connection therewith, and
in each case as amended, modified, renewed, refunded, replaced, or refinanced
from time to time.     
 
  "Senior Indebtedness" means all Indebtedness of the Company or any
Subsidiary Guarantors that is not, by its terms, subordinated in right of
payment to the Senior Notes.
   
  "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations
to repay, redeem, or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.     
 
  "Subordinated Indebtedness" means (a) with respect to the Senior Notes, any
Indebtedness of the Company which is by its terms subordinated in right of
payment to the Senior Notes and (b) with respect to any Subsidiary Guarantee,
any Indebtedness of the applicable Subsidiary Guarantor which by its terms is
subordinated in right of payment to such Subsidiary Guarantee.
   
  "Subsidiary" means, with respect to any Person, (i) any corporation,
association, or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers,
or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof) and (ii) any partnership (a) the sole
general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more Subsidiaries of such Person (or any combination
thereof).     
 
  "Subsidiary Guarantors" means each of (i) AmeriTel Pay Phones, Inc., Talton
Telecommunications Corporation, Talton Telecommunications of Carolina, Inc.,
Talton STC, Inc., and Talton Invision, Inc., and (ii) any other subsidiary
that executes a Subsidiary Guarantee in accordance with the provisions of the
Indenture, and their respective successors and assigns.
 
  "Talton Lease" means the lease dated as of December 27, 1996 between Julius
E. Talton and Talton Telecommunications Corporation.
 
  "Unrestricted Subsidiary" means (i) any Subsidiary (other than AmeriTel or
Talton Telecommunications or any successor to any of them) that is designated
by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution; but only to the extent that such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company; (c) is a Person with respect to
which
 
                                      107
<PAGE>
 
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; (d) has not guaranteed
or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries; and (e) has
at least one director on its board of directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has
at least one executive officer that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries. Any such designation by the
Board of Directors shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions and was permitted by the covenant
described above under the caption "--Certain Covenants--Limitation on
Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail
to meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of the
Indenture and any Indebtedness and Liens of such Subsidiary shall be deemed to
be incurred by a Restricted Subsidiary of the Company as of such date (and, if
such Indebtedness or any such Lien is not permitted to be incurred as of such
date under the covenant described under the caption "--Certain Covenants--
Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock" or
the covenant described under the caption "--Certain Covenants--Limitation on
Liens," respectively, the Company shall be in default of such covenant). The
Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness and Liens by a Restricted
Subsidiary of the Company of any outstanding Indebtedness and Liens of such
Unrestricted Subsidiary and such designation shall only be permitted if (i)
such Indebtedness is permitted under the covenant described under the caption
"--Certain Covenants--Limitation on Incurrence of Indebtedness and Issuance of
Preferred Stock," calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period, (ii) such
Liens are permitted under the covenant described under the caption "--Certain
Covenants--Limitation on Liens," and (iii) no Default or Event of Default
would be in existence following such designation.
 
  "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.
 
  "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth that will elapse
between such date and the making of such payment by (ii) the then outstanding
principal amount of such Indebtedness.
 
  "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall
at the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more wholly Owned Restricted
Subsidiaries of such Person.
 
BOOK-ENTRY, DELIVERY AND FORM
 
  Except as set forth in the next paragraph, the New Notes will initially be
issued in the form of one or more registered notes in global form (the "New
Global Note," and together with the global notes representing the Old Notes,
the "Global Note"). The New Global Note will be deposited on the Exchange Date
with, or on behalf of, the Depositary and registered in the name of the Global
Note Holder. See "Exchange Offer."
 
  DTC has advised the Company that DTC is a limited-purpose trust company that
was created to hold securities for its participating organizations
(collectively, the "Participants") and to facilitate the clearance and
settlement of transactions in those securities between Participants through
electronic book-entry changes in
 
                                      108
<PAGE>
 
accounts of its Participants. The Participants include securities brokers and
dealers (including the Initial Purchaser), banks, trust companies, clearing
corporations and certain other organizations. Access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust
companies (collectively, the "Indirect Participants") that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly. Persons who are not Participants may beneficially own securities
held by or on behalf of DTC only through the Participants or the Indirect
Participants. The ownership interests and transfer of ownership interests of
each actual purchaser of each security held by or on behalf of DTC are
recorded on the records of the Participants and Indirect Participants.
 
  DTC has also advised the Company that, pursuant to procedures established by
it, (i) upon deposit of the Global Notes, DTC will credit the accounts of
Participants designated by the Initial Purchaser with portions of the
principal amount of the Global Notes and (ii) ownership of such interests in
the Global Notes will be shown on, and the transfer of ownership thereof will
be effected only through, records maintained by DTC (with respect to the
Participants) or by the Participants and the Indirect Participants (with
respect to other owners of beneficial interests in the Global Notes). Holders
are advised that the laws of some states require that certain persons take
physical delivery in definitive form of securities that they own.
Consequently, the ability to transfer beneficial interests in a Global Note to
such persons will be limited to such extent. Because DTC can act only on
behalf of Participants, which in turn act on behalf of Indirect Participants
and certain banks, the ability of a person having beneficial interests in a
Global Note to pledge such interests to persons or entities that do not
participate in the DTC system, or otherwise take actions in respect of such
interests, may be affected by the lack of a physical certificate evidencing
such interests.
 
  Payments in respect of the principal of and premium, and interest on a
Global Note registered in the name of DTC or its nominee will be payable by
the Trustee to DTC in its capacity as the registered Holder under the
Indenture. Under the terms of the Indenture, the Company and the Trustee will
treat the persons in whose names the Senior Notes, including the Global Notes,
are registered as the owners thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever. Consequently, neither
the Company, the Trustee nor any agent of the Company or the Trustee has or
will have any responsibility or liability for (i) any aspect of DTC's records
or any Participant's or Indirect Participant's records relating to or payments
made on account of beneficial ownership interests in the Global Notes, or for
maintaining, supervising or reviewing any of DTC's records or any
Participant's or Indirect Participant's records relating to the beneficial
ownership interests in the Global Notes or (ii) any other matter relating to
the actions and practices of DTC or any of its Participants or Indirect
Participants. DTC has advised the Company that its current practice, upon
receipt of any payment in respect of securities such as the Senior Notes
(including principal and interest), is to credit the accounts of the relevant
Participants with the payment on the payment date, in amounts proportionate to
their respective holdings in the principal amount of beneficial interests in
the relevant security as shown on the records of DTC unless DTC has reason to
believe it will not receive payment on such payment date. Payments by the
Participants and the Indirect Participants to the beneficial owners of Senior
Notes will be governed by standing instructions and customary practices and
will be the responsibility of the Participants or the Indirect Participants
and will not be the responsibility of DTC, the Trustee or the Company. Neither
the Company nor the Trustee will be liable for any delay by DTC or any of its
Participants in identifying the beneficial owners of the Senior Notes, and the
Company and the Trustee may conclusively rely on and will be protected in
relying on instructions from DTC or its nominee for all purposes.
 
          EXCHANGE OF BOOK-ENTRY NOTES FOR CERTIFICATED SENIOR NOTES
 
  A Global Note is exchangeable for definitive Senior Notes in registered
certificated form if (i) DTC (a) notifies the Company that it is unwilling or
unable to continue as depositary for the Global Note and the Company thereupon
fails to appoint a successor depositary or (b) has ceased to be a clearing
agency registered under the Exchange Act, (ii) the Company, at its option,
notifies the Trustee in writing that it elects to cause the issuance of the
Senior Notes in certificated form or (iii) there shall have occurred and be
continuing an Event of Default or any event which after notice or lapse of
time or both would be an Event of Default with respect to the
 
                                      109
<PAGE>
 
Senior Notes. In addition, beneficial interests in a Global Note may be
exchanged for certificated Senior Notes upon request but only upon at least 20
days prior written notice given to the Trustee by or on behalf of DTC in
accordance with its customary procedures. In all cases, certificated Senior
Notes delivered in exchange for any Global Note or beneficial interests
therein will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the depositary (in accordance with
its customary procedures) and will bear a restrictive legend unless the
Company determines otherwise in compliance with applicable law.
 
          EXCHANGE OF CERTIFICATED SENIOR NOTES FOR BOOK ENTRY NOTES
 
  Senior Notes issued in certificated form may not be exchanged for beneficial
interests in any Global Note unless the transferor first delivers to the
Trustee a written certificate (in the form provided in the Indenture) to the
effect that such transfer will comply with the appropriate transfer
restrictions applicable to such Senior Notes as provided in the Indenture.
 
  Neither the Company nor the Trustee will be liable for any delay by the
Global Note Holder or the Depositary in identifying the beneficial owners of
Senior Notes, and the Company and the Trustee may conclusively rely on, and
will be protected in relying on, instructions from the Global Note Holder or
the Depositary for all purposes.
 
SAME-DAY SETTLEMENT AND PAYMENT
 
  The Indenture requires that payments in respect of the Senior Notes
represented by the Global Note (including principal, premium, if any, and
interest) be made by wire transfer of immediately available funds to the
accounts specified by the Global Note Holder. With respect to Senior Notes in
definitive certificated form, the Company will make all payments of principal,
premium, if any, and interest, by wire transfer of immediately available funds
to the accounts specified by the Holders thereof or, if no such account is
specified, by mailing a check to each such Holder's registered address.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-houses or next-day funds. The Company expects
that secondary trading in the certificated notes will also be settled in
immediately available funds.
 
                   CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
 
  The following discussion is a summary of certain federal income tax
considerations relevant to the exchange of the Old Notes for the New Notes,
but does not purport to be a complete analysis of all potential tax effects.
The discussion is based upon the United States Internal Revenue Code of 1986,
as amended, (the "Code"), Treasury Regulations, Internal Revenue Service
("IRS") rulings and pronouncements and judicial decisions now in effect, all
of which are subject to change at any time by legislative, judicial or
administrative action. Any such changes may be applied retroactively in a
manner that could adversely affect a holder of the New Notes. The following
discussion assumes that holders hold the Old Notes and the New Notes as
capital assets within the meaning of Section 1221 of the Code.
 
  The Company has not sought and will not seek any rulings from the IRS with
respect to the positions of the Company discussed below. There can be no
assurance that the IRS will not take a different position concerning the tax
consequences of the exchange of the Old Notes for the New Notes or that any
such position would not be sustained.
 
  The tax treatment of a holder may vary depending on his or its particular
situation or status. This summary does not address the tax consequences to
taxpayers who are subject to special rules such as insurance companies, tax-
exempt organizations, financial institutions, broker-dealers, foreign entities
and individuals, persons holding Old Notes or New Notes as a part of a hedging
or conversion transaction or a straddle and holders whose "functional
currency" is not the U.S. dollar, or aspects of federal income taxation that
may be relevant to a
 
                                      110
<PAGE>
 
prospective investor based upon such investor's particular tax situation. In
addition, the description does not consider the effect of any applicable
foreign, state, local or other tax laws.
 
  EACH HOLDER SHOULD CONSULT HIS OR ITS OWN TAX ADVISER AS TO THE PARTICULAR
TAX CONSEQUENCES TO HIM OR IT OF EXCHANGING OLD NOTES FOR NEW NOTES, INCLUDING
THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.
 
EXCHANGE
 
  The exchange of the New Notes for Old Notes will not constitute a
recognition event for federal income tax purposes. Consequently, no gain or
loss will be recognized by holders upon receipt of the New Notes. For purposes
of determining gain or loss upon the subsequent exchange of New Notes, a
holder's basis in the New Notes will be the same as a holder's basis in the
Old Notes exchanged therefor. Holders will be considered to have held the New
Notes from the time of their original acquisition of the Old Notes. As used
herein, the term "Senior Note" refers to both an Old Note and a New Note
received in exchange therefor.
 
INTEREST ON THE NEW NOTES
 
  A holder of a New Note will be required to report as income for federal
income tax purposes interest earned on a New Note in accordance with the
holder's method of tax accounting. A holder of a New Note using the accrual
method of accounting for tax purposes is, as a general rule, required to
include interest in ordinary income as such interest accrues. A cash basis
holder must include interest in income when cash payments are received by (or
made available to) such holder.
 
MARKET DISCOUNT
 
  If a holder acquired an Old Note at a market discount (i.e., at a price less
than the stated redemption price at maturity of the Old Note), the Old Note is
subject to the market discount rules of the Code unless the market discount is
de minimis. Market discount is de minimis if it is less than one quarter of
one percent of the principal amount of the Old Note multiplied by the number
of complete years to maturity after the holder acquired the Old Note. If the
holder exchanges an Old Note that has more than de minimis market discount for
a New Note, the New Note also will be subject to the market discount rules of
the Code. New Notes purchased by a subsequent purchaser also will be subject
to the market discount rules if the New Notes are purchased with more than a
de minimis amount of market discount. Notes that have more than de minimis
market discount are herein referred to as "Market Discount Notes."
 
  Any gain recognized on the maturity or disposition of a Market Discount Note
will be treated as ordinary income to the extent that such gain does not
exceed the accrued market discount on the Market Discount Note. Alternatively,
a holder may elect to include market discount in income currently over the
life of the Market Discount Note. Such an election shall apply to all debt
instruments with market discount acquired by the holder on or after the first
day of the first taxable year to which the election applies. This election may
not be revoked without the consent of the IRS.
 
  Market discount will accrue on a straight-line basis unless the holder
elects to accrue market discount on a constant yield to maturity basis. Such
an election shall apply only to the Market Discount Note with respect to which
it is made and may not be revoked without the consent of the IRS. A holder who
does not elect to include market discount in income currently generally will
be required to defer deductions for interest on borrowings allocable to a
Market Discount Note in an amount not exceeding the accrued market discount on
the Market Discount Note until the maturity or disposition of the Market
Discount Note.
 
AMORTIZABLE BOND PREMIUM
 
  A holder that purchased an Old Note for an amount in excess of its principal
amount may elect to treat such excess as "amortizable bond premium," in which
case the amount required to be included in the holder's income
 
                                      111
<PAGE>
 
each year with respect to interest on the Old Note will be reduced by the
amount of amortizable bond premium allocable (based on the yield to maturity
of the Old Note) to such year. If a holder made an election to amortize bond
premium with respect to an Old Note and exchanges the Old Note for a New Note
pursuant to the Exchange Offer, the election will apply to the New Note. A
holder who exchanges an Old Note for which an election has not been made for a
New Note, and a subsequent purchaser of a New Note, may also elect to amortize
bond premium if the holder acquired the Note for an amount in excess of its
principal amount. Any election to amortize bond premium shall apply to all
bonds (other than bonds the interest on which is excludable from gross income)
held by the holder at the beginning of the first taxable year to which the
election applies or thereafter acquired by the holder, and is irrevocable
without the consent of the IRS.
 
DISPOSITION OF THE NOTES
 
  Subject to the market discount rules discussed above, a holder of Senior
Notes will recognize gain or loss upon the sale, redemption, retirement or
other disposition of such securities equal to the difference between (i) the
amount of cash and the fair market value of the property received (except to
the extent attributable to the payment of accrued interest) and (ii) the
holder's adjusted tax basis in the securities. Gain or loss recognized will be
capital gain or loss provided the Notes are held as capital assets by the
holder, and will be subject to income tax at rates that may be lower than the
rate at which ordinary income is taxed, depending on the length of time that
the holder has held such securities (or is treated as having held such
securities).
 
BACKUP WITHHOLDING AND INFORMATION REPORTING
 
  Holders of the Senior Notes may be subject to backup withholding at a rate
of 31% with respect to interest paid on the Senior Notes unless such holder
(a) is a corporation or comes within certain other exempt categories and, when
required, demonstrates this fact or (b) provides a correct taxpayer
identification number, certifies as to no loss of exemption from backup
withholding and otherwise complies with the requirements of the backup
withholding rules.
 
  The Company will report to the holders of the Senior Notes and the IRS the
amount of any "reportable payment" for each calendar year and amount of tax
withheld, if any, with respect to payments on the Senior Notes.
 
  THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH HOLDER
SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO IT
OF THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF THE SENIOR NOTES (INCLUDING
THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN, AND OTHER TAX LAWS).
 
                             PLAN OF DISTRIBUTION
 
  Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of the New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes
acquired as a result of market-making activities or other trading activities.
The Company has agreed that it will make this Prospectus available to any
broker-dealer for use in connection with any such resale for a period of 365
days after the Expiration Date or until all participating broker-dealers have
so resold.
 
  The Company will not receive any proceeds from any sale of New Notes by
broker-dealers. New Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Notes or a combination of such
methods of resale, at market prices prevailing at the time of
 
                                      112
<PAGE>
 
resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concession from any such broker-dealer and/or the purchasers of any New Notes.
Any broker-dealer that resells New Notes that were received by it for its own
account pursuant to the Exchange Offer and any broker-dealer that participates
in a distribution of New Notes may be deemed to be an "underwriter" within the
meaning of the Securities Act, and any profit on any resale of New Notes and
any commissions or concessions received by any such persons may be deemed to
be underwriting compensation under the Securities Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
 
  The Company has not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer, and
to the best of the Company's information and belief, each person participating
in the Exchange Offer is acquiring the New Notes in its ordinary course of
business and has no arrangement or understanding with any person to
participate in the distribution of the New Notes to be received in the
Exchange Offer.
 
                                 LEGAL MATTERS
 
  Certain legal matters in connection with this Offering will be passed upon
for the Company by Hughes & Luce, L.L.P., Dallas, Texas.
 
                                    EXPERTS
   
  The consolidated financial statements of Talton Holdings, Inc. as of
December 3l, 1996 and for the one- month period from December 1, 1996 (date of
acquisition) to December 31, 1996; the financial statements of AmeriTel Pay
Phones Inc. as of November 30, 1996 and for the eleven months ended November
30, 1996; the consolidated financial statements of Talton Telecommunications
Corporation as of November 30, 1996 and for the eleven months ended November
30, 1996; the consolidated financial statements of Security Telecom
Corporation as of June 30, 1997 and for the six months ended June 30, 1997;
and the financial statements of InVision Telecom, Inc. as of December 31, 1996
and September 30, 1997 and for each of the two years ended December 31, 1995
and 1996, and for the nine months ended September 30, 1997 appearing in this
Prospectus have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their reports appearing herein and are included in reliance upon
the reports of such firm given upon their authority as experts in accounting
and auditing.     
 
  The financial statements of AmeriTel Pay Phones, Inc. as of December 31,
1995 and for each of the two years in the period ended December 31, 1995
included in this Prospectus have been audited by Arthur Andersen LLP,
independent auditors, as stated in their reports herein and are included in
reliance upon the authority of said firm as experts in giving said reports.
 
  The financial statements of Talton Telecommunications Corporation as of
December 31, 1995 and for each of the two years in the period ended December
31, 1995 appearing in this Prospectus have been audited by Borland, Benefield,
Crawford & Webster, P.C., independent auditors, as stated in their report
appearing herein and are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
 
  The financial statements of Security Telecom Corporation as of December 31,
1996 and 1995 and for each of the three years in the period ended December 31,
1996 appearing in this Prospectus have been audited by Davis, Clark and
Company, P.C., independent auditors, as stated in their report appearing
herein and are included in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
 
  The financial statements of Correctional Communications Corporation as of
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996 appearing in this Prospectus have been
 
                                      113
<PAGE>
 
   
audited by Ginsberg, Weiss & Company, independent auditors, as stated in their
report appearing herein and are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.     
 
              SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
   
  Certain statements under "Prospectus Summary"; "Risk Factors"; "Pro Forma
Combined Financial Data"; "Management's Discussion and Analysis of Financial
Condition and Results of Operations"; "Business"; and elsewhere in this
Offering Memorandum constitute forward-looking statements, which involve known
and unknown risks, uncertainties and other factors which may cause the actual
results, levels of activity, performance or achievements of the Company, or
industry results, to be materially different from any future results, levels
of activity, performance or achievements expressed or implied by such forward-
looking statements. Such factors include, among others, the following: general
economic and business conditions; the ability of the Company to implement its
business and acquisition strategy, including the ability to integrate recently
acquired businesses into the Company; the ability of the Company to meet its
debt service obligations and to obtain additional financing for general
corporate and other purposes; changes in the telecommunications industry;
competition; availability of key personnel; and changes in, or the failure to
comply with government regulations. See "Risk Factors." As a result of the
foregoing and other factors, no assurance can be given as to future results,
levels of activity and achievements and neither the Company nor any other
person assumes responsibility for the accuracy and completeness of these
statements.     
 
                                      114
<PAGE>
 
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>   
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
TALTON HOLDINGS, INC.
 Independent Auditors' Report--Deloitte & Touche LLP......................  F-2
 Consolidated Balance Sheets..............................................  F-3
 Consolidated Statements of Operations....................................  F-4
 Consolidated Statements of Stockholders' Equity (Deficit)................  F-5
 Consolidated Statements of Cash Flows....................................  F-6
 Notes to Consolidated Financial Statements...............................  F-7
AMERITEL PAY PHONES, INC.
 Independent Auditors' Report--Deloitte & Touche LLP...................... F-18
 Independent Auditors' Report--Arthur Andersen LLP........................ F-19
 Balance Sheets........................................................... F-20
 Statements of Income..................................................... F-21
 Statements of Stockholders' Equity....................................... F-22
 Statements of Cash Flows................................................. F-23
 Notes to Financial Statements............................................ F-24
TALTON TELECOMMUNICATIONS CORPORATION
 Report of Independent Auditors--Deloitte & Touche LLP.................... F-34
 Report of Independent Auditors--Borland, Benefield, Crawford & Webster,
  P.C. ................................................................... F-35
 Consolidated Balance Sheets.............................................. F-36
 Consolidated Statements of Operations.................................... F-37
 Consolidated Statements of Stockholders' Equity.......................... F-38
 Consolidated Statements of Cash Flows.................................... F-39
 Notes to Consolidated Financial Statements............................... F-40
SECURITY TELECOM CORPORATION
 Report of Independent Auditors--Deloitte & Touche LLP.................... F-46
 Report of Independent Auditors--Davis, Clark and Company, P.C. .......... F-47
 Consolidated Balance Sheets.............................................. F-48
 Consolidated Statements of Income........................................ F-49
 Consolidated Statements of Stockholders' Equity.......................... F-50
 Consolidated Statements of Cash Flows.................................... F-51
 Notes to Consolidated Financial Statements............................... F-52
CORRECTIONAL COMMUNICATIONS CORPORATION
 Report of Independent Auditors--Ginsberg, Weiss & Company................ F-58
 Balance Sheets........................................................... F-59
 Statements of Income..................................................... F-60
 Statements of Stockholders' Equity....................................... F-61
 Statements of Cash Flows................................................. F-62
 Notes to Financial Statements............................................ F-63
INVISION TELECOM, INC.
 Report of Independent Auditors--Deloitte & Touche LLP.................... F-68
 Balance Sheets........................................................... F-69
 Statements of Operations................................................. F-70
 Statements of Stockholder's Equity (Deficit)............................. F-71
 Statements of Cash Flows................................................. F-72
 Notes to Financial Statements............................................ F-73
</TABLE>    
 
                                      F-1
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors and Stockholders of Talton Holdings, Inc.:
   
  We have audited the accompanying consolidated balance sheet of Talton
Holdings, Inc. and subsidiaries (the "Company") as of December 31, 1996, and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the one-month period from December 1, 1996 (date
of acquisition) to December 31, 1996. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.     
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
 
  In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of Talton Holdings,
Inc. and subsidiaries as of December 31, 1996, and the results of their
operations and their cash flows for the one-month period then ended, in
conformity with generally accepted accounting principles.
 
DELOITTE & TOUCHE LLP
Dallas, Texas
April 4, 1997
(October 6, 1997 as to Note 13)
 
                                      F-2
<PAGE>
 
                     TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>   
<CAPTION>
                                                    DECEMBER 31,  SEPTEMBER 30,
                                                        1996          1997
                                                    ------------  -------------
                                                                   (UNAUDITED)
<S>                                                 <C>           <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents........................ $    294,494  $ 16,587,601
  Accounts receivable..............................    7,346,270    12,683,005
  Refundable income taxes..........................      601,842       612,136
  Inventories......................................      941,819     1,010,951
  Prepaid expenses.................................      259,984       676,243
  Deferred income tax asset........................      673,259       447,135
                                                    ------------  ------------
    Total current assets...........................   10,117,668    32,017,071
PROPERTY AND EQUIPMENT.............................    7,969,134    13,728,265
INTANGIBLE AND OTHER ASSETS........................   62,046,732    83,435,701
                                                    ------------  ------------
    TOTAL.......................................... $ 80,133,534  $129,181,037
                                                    ============  ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable................................. $  1,369,697  $  3,173,299
  Accrued expenses.................................    6,021,241    12,147,922
  Income taxes payable.............................      978,000
  Current portion of long-term debt................    3,150,000        38,047
                                                    ------------  ------------
    Total current liabilities......................   11,518,938    15,359,268
LONG-TERM DEBT.....................................   60,164,500   115,559,851
DEFERRED INCOME TAXES..............................    1,968,767       447,135
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.01 par value; 6,000 shares
   authorized, 5,925 shares issued and outstanding
   (cumulative liquidation value of $5,925,000)....           59            59
  Common stock, $.01 par value; 50,000 shares
   authorized, 15,300 shares and 16,200 shares
   issued and outstanding as of December 31, 1996
   and September 30, 1997, respectively............          153           162
  Additional paid-in capital.......................   21,610,972    22,155,463
  Retained earnings (deficit)......................  (15,129,855)  (24,340,901)
                                                    ------------  ------------
    Total stockholders' equity (deficit)...........    6,481,329    (2,185,217)
                                                    ------------  ------------
    TOTAL.......................................... $ 80,133,534  $129,181,037
                                                    ============  ============
</TABLE>    
 
                See notes to consolidated financial statements.
 
                                      F-3
<PAGE>
 
                     TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
<TABLE>   
<CAPTION>
                                                      ONE MONTH    NINE MONTH
                                                     PERIOD ENDED PERIOD ENDED
                                                     DECEMBER 31, SEPTEMBER 30,
                                                         1996         1997
                                                     ------------ -------------
                                                                   (UNAUDITED)
<S>                                                  <C>          <C>
OPERATING REVENUE...................................  $5,506,110   $53,406,700
OPERATING EXPENSES:
  Telecommunication costs...........................   2,298,712    21,570,606
  Facility commissions..............................   1,455,375    14,419,123
  Field operations and maintenance..................     218,895     2,373,432
  Selling, general and administrative...............     372,341     4,462,349
  Depreciation......................................     110,803     1,071,827
  Amortization of intangibles.......................     741,032     7,787,607
                                                      ----------   -----------
    Total operating expense.........................   5,197,158    51,684,944
                                                      ----------   -----------
OPERATING INCOME....................................     308,952     1,721,756
OTHER (INCOME) EXPENSE:
  Interest expense, net.............................     612,071     7,320,330
  Other, net........................................     (20,490)     (126,082)
                                                      ----------   -----------
    Total other (income) expense....................     591,581     7,194,248
                                                      ----------   -----------
LOSS BEFORE INCOME TAXES AND EXTRAORDINARY LOSS ....    (282,629)   (5,472,492)
INCOME TAX EXPENSE (BENEFIT)........................     (22,502)     (657,127)
                                                      ----------   -----------
LOSS BEFORE EXTRAORDINARY ITEM......................  $ (260,127)  $(4,815,365)
EXTRAORDINARY LOSS ON DEBT EXTINGUISHMENT...........         --      4,395,681
                                                      ----------   -----------
NET LOSS............................................  $ (260,127)  $(9,211,046)
Preferred Stock Dividends...........................         --       (355,500)
                                                      ----------   -----------
NET LOSS APPLICABLE TO COMMON STOCK.................  $ (260,127)  $(9,566,546)
                                                      ==========   ===========
Primary Loss per Common Share:
Net Loss before extraordinary loss..................      (14.38)      (281.01)
Extraordinary loss..................................         --        (238.88)
                                                      ----------   -----------
Net Loss per common share...........................      (14.38)      (519.89)
                                                      ==========   ===========
Weighted average shares outstanding.................      18,089        18,401
                                                      ==========   ===========
</TABLE>    
 
                See notes to consolidated financial statements.
 
                                      F-4
<PAGE>
 
                     TALTON HOLDINGS, INC. AND SUBSIDIARIES
                 
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY     
 
<TABLE>   
<CAPTION>
                         PREFERRED STOCK    COMMON STOCK  ADDITIONAL     RETAINED
                         -----------------  -------------   PAID-IN      EARNINGS
                         SHARES    AMOUNT   SHARES AMOUNT   CAPITAL     (DEFICIT)       TOTAL
                         --------  -------  ------ ------ -----------  ------------  ------------
<S>                      <C>       <C>      <C>    <C>    <C>          <C>           <C>
ISSUANCE OF PREFERRED
 STOCK..................    5,925   $   59                $ 5,924,941                $  5,925,000
ISSUANCE OF COMMON
 STOCK..................                    15,300   153   15,686,031                  15,686,184
PORTION OF ACQUISITION
 CASH PAYMENTS TO
 CONTINUING
 STOCKHOLDERS, TREATED
 AS A DIVIDEND..........                                                (14,869,728)  (14,869,728)
NET LOSS................                                                   (260,127)     (260,127)
                         --------   ------  ------  ----  -----------  ------------  ------------
BALANCE, DECEMBER 31,
 1996...................    5,925   $   59  15,300  $153  $21,610,972  $(15,129,855) $  6,481,329
PREFERRED DIVIDENDS
 (UNAUDITED)............                                     (355,500)                   (355,500)
ISSUANCE OF COMMON
 STOCK(UNAUDITED).......                       900     9      899,991                     900,000
NET LOSS (UNAUDITED)....                                                 (9,211,046)   (9,211,046)
                         --------   ------  ------  ----  -----------  ------------  ------------
BALANCE, SEPTEMBER 30,
 1997 (UNAUDITED).......    5,925   $   59  16,200  $162  $22,155,463  $(24,340,901) $ (2,185,217)
                         ========   ======  ======  ====  ===========  ============  ============
</TABLE>    
 
 
                See notes to consolidated financial statements.
 
                                      F-5
<PAGE>
 
                     TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>   
<CAPTION>
                                                     ONE-MONTH     NINE-MONTH
                                                    PERIOD ENDED  PERIOD ENDED
                                                    DECEMBER 31,  SEPTEMBER 30,
                                                        1996          1997
                                                    ------------  -------------
                                                                   (UNAUDITED)
<S>                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss.......................................... $   (260,127) $ (9,211,046)
 Adjustments to reconcile net loss to net cash
  (used in) provided by operating activities:
  Depreciation.....................................      110,803     1,071,827
  Amortization of intangible assets, including
   deferred financing costs and bond discount......      803,023     8,292,220
  Extraordinary loss on debt extinguishment........          --      4,395,681
  Deferred income taxes............................      160,512    (1,295,508)
  Changes in operating assets and liabilities, net
   of effects of acquisitions:
   Accounts receivable.............................       44,823    (3,414,072)
   Inventories.....................................       12,013       (43,034)
   Prepaid expenses and other assets...............     (166,096)     (256,669)
   Accounts payable................................   (1,010,795)     (402,748)
   Accrued expenses................................     (718,313)    2,900,035
   Income taxes....................................     (394,963)     (988,294)
                                                    ------------  ------------
    Net cash (used in) provided by operating
     activities....................................   (1,419,120)    1,048,392
                                                    ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Increase in restricted cash.......................          --     (1,693,000)
 Capital expenditures..............................     (268,801)   (4,456,785)
 Cash outflows for acquisitions....................  (46,983,442)  (21,576,079)
                                                    ------------  ------------
    Net cash used in investing activities..........  (47,252,243)  (27,725,864)
                                                    ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from the issuance of debt................   59,200,000   118,200,000
 Repayment of advances.............................          --       (850,400)
 Repayment of debt.................................  (15,912,706)  (67,422,318)
 Payments of deferred financing costs..............   (3,804,121)   (6,956,703)
 Proceeds from the issuance of common and preferred
  stock, net of expenses...........................    9,482,684           --
                                                    ------------  ------------
    Net cash provided by financing activities......   48,965,857    42,970,579
                                                    ------------  ------------
INCREASE IN CASH AND CASH EQUIVALENTS..............      294,494    16,293,107
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.....          --        294,494
                                                    ------------  ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD........... $    294,494  $ 16,587,601
                                                    ============  ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid for interest............................ $    640,035  $  3,764,113
                                                    ============  ============
 Cash paid for income taxes........................ $    211,950  $  1,495,902
                                                    ============  ============
NONCASH TRANSACTION:
 Issuance of subordinate notes, preferred stock and
  common stock in the acquisition.................. $ 16,043,000  $        --
                                                    ============  ============
 Reduction of stockholders' equity to reflect
  continuing shareholder interests................. $(14,869,728) $        --
                                                    ============  ============
 Dividends payable................................. $        --   $    355,500
                                                    ============  ============
 Issuance of stock for acquisition of assets....... $        --   $    900,000
                                                    ============  ============
 Issuance of debt for acquisition of assets........ $        --   $    300,000
                                                    ============  ============
 Amounts payable for acquisition costs............. $        --   $  3,386,919
                                                    ============  ============
</TABLE>    
                See notes to consolidated financial statements.
 
                                      F-6
<PAGE>
 
                    TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  BUSINESS--Talton Holdings, Inc. (the "Company") was incorporated on November
20, 1996, and, effective December 1, 1996, acquired all of the outstanding
equity interests of Talton Telecommunications Corporation and AmeriTel Pay
Phones, Inc., as discussed in Note 2. Effective with the acquisitions, the
Company became a holding company to these two operating companies, which own,
operate and maintain telephone systems under contracts with correctional
facilities in 33 states, with the majority of their installations in the
Central and Southeastern United States.
 
  The Company accumulates call activity from its various installations and
bills its revenues related to this call activity through major local exchange
carriers ("LECs") or through third-party billing services for smaller volume
LECs, all of which are granted credit in the normal course of business with
terms of between 30 and 60 days. The Company performs ongoing credit
evaluations of its customers and maintains allowances for unbillable and
uncollectible losses based on historical experience.
 
  PREPARATION OF FINANCIAL STATEMENTS--The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions, such as estimates of allowances
and reserves for unbillable and uncollectible chargebacks, that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
  PRINCIPLES OF CONSOLIDATION--The accompanying consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries, Talton Telecommunications Corporation and AmeriTel Pay Phones,
Inc. All significant intercompany balances and transactions are eliminated in
consolidation.
 
  CASH AND CASH EQUIVALENTS--For purposes of the statement of cash flows, cash
and cash equivalents include cash on hand and investments with a remaining
maturity at date of purchase of three months or less.
 
  ACCOUNTS RECEIVABLE--Trade accounts receivable represent amounts billed for
calls placed through the Company's telephone systems to the various LECs or
third-party billing services, net of advance payments received, and an
allowance for unbillable and uncollectible calls, based on historical
experience, for estimated chargebacks to be made by the LECs. Under account
advance agreements with various third-party billing services, advance payments
equal to a percentage of the outstanding billed receivables are remitted to
the Company when calls are submitted to the third-party billing service, and
the Company grants a lien to the third-party billing service on the related
accounts receivable for the advance. The remainder of the billed receivable is
paid to the Company, net of the advance amount, after the third-party billing
service has collected the amounts receivable from the respective LECs.
Interest is charged on the advance payment at varying rates.
 
  INVENTORIES--Inventories are stated at the lower of cost, as determined
primarily using the weighted average cost method, or market. Inventory is
primarily composed of equipment for installation on new contracts and supplies
and parts for the telephone systems serviced by the Company.
 
  PROPERTY AND EQUIPMENT--Property and equipment are stated at cost.
Depreciation and amortization is provided on a straight-line basis over the
estimated useful lives of the related assets. The following is a summary of
useful lives for major categories of property and equipment.
 
<TABLE>
<CAPTION>
              ASSET                                                USEFUL LIFE
              -----                                               -------------
     <S>                                                          <C>
     Leasehold improvements...................................... Term of lease
     Telephone system equipment.................................. 7.5 years
     Vehicles.................................................... 3 years
     Office equipment............................................ 3 to 7 years
</TABLE>
 
 
                                      F-7
<PAGE>
 
                    TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  Maintenance and repairs are expensed when incurred and major repairs which
extend an asset's useful life are capitalized. When items are retired or
disposed, the related carrying value and accumulated depreciation are removed
from the respective accounts, and the net difference less any amount realized
from the disposition is reflected in earnings.
 
  INTANGIBLE AND OTHER ASSETS--Intangible and other assets primarily include
amounts allocated to acquired facility contracts, noncompete agreements,
goodwill and other intangible assets, which are stated at cost, along with the
long-term portion of customer advances. Amortization of intangible assets is
provided on a straight-line basis over the estimated useful lives of the
related assets. The following is a summary of useful lives for major
categories of intangible assets:
 
<TABLE>
<CAPTION>
              ASSET                                               USEFUL LIFE
              -----                                              --------------
     <S>                                                         <C>
     Acquired facility contracts................................ Contract term
     Noncompete agreements...................................... Agreement term
     Deferred loan costs........................................ Loan term
     Other intangibles.......................................... 2 to 5 years
     Goodwill................................................... 20 years
</TABLE>
 
  Acquired facility contracts consist primarily of costs allocated to
locations acquired in acquisitions of facility contract rights from other
service providers, along with signing bonuses paid to the facilities under new
facility installations and other incremental direct costs paid to obtain the
facility contracts.
 
  Other intangibles include organizational costs and licensing fees to obtain
state licenses to conduct business.
 
  The Company periodically assesses the net realizable value of its intangible
assets, as well as all other assets, by comparing the expected future net
operating cash flow, undiscounted and without interest charges, to the
carrying amount of the underlying assets. The Company would evaluate a
potential impairment if the recorded value of these assets exceeded the
associated future net operating cash flows. Any potential impairment loss
would be measured as the amount by which the carrying value exceeds the fair
value of the asset. Fair value of assets would be measured by market value, if
an active market exists, or by a forecast of expected future net operating
cash flows, discounted at a rate commensurate with the risk involved.
 
  INCOME TAXES--The Company accounts for income taxes using the liability
method in accordance with the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." Under this method,
deferred tax assets and liabilities are provided for temporary differences
between the financial statement and tax bases of the assets and liabilities
using current tax rates.
 
  REVENUE RECOGNITION--Revenues are recognized during the period the calls are
made. In addition, during the same period, the Company accrues the related
telecommunication costs for validating, transmitting, billing and collection,
and line and long-distance charges, along with commissions payable to the
facilities and allowances for unbillable and uncollectible calls, based on
historical experience.
 
  FACILITY COMMISSIONS--Under the terms of the Company's telephone system
contracts with correctional facilities, the Company pays commissions to these
facilities generally based on call volume revenues which are accrued during
the period the revenues are generated.
 
  FINANCIAL INSTRUMENTS--The Company's financial instruments under SFAS No.
107, "Disclosures About Fair Value of Financial Instruments," includes
primarily cash and cash equivalents, accounts receivable, accounts payable and
long-term debt. The Company believes that the carrying amounts of cash and
cash equivalents, accounts receivable, accounts payable and long-term debt are
a reasonable estimate of their fair
 
                                      F-8
<PAGE>
 
                    TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
value because of the short-term maturities of such instruments or, in the case
of long-term debt under the Senior Credit Agreement, because of the floating
interest rates on such long-term debt. In the case of the Company's senior
subordinated and subordinated notes, which bear fixed interest rates, subject
to scheduled increases, the Company believes that the interest rates on these
notes approximate fair value since they were established in December 1996.
 
  LOSS PER SHARE--The Company computes earnings per share based on the
weighted average number of common shares outstanding during the year,
including common equivalent shares, when dilutive.
   
  UNAUDITED INTERIM FINANCIAL STATEMENTS--The Company's balance sheet as of
September 30, 1997 and the statements of operations and cash flows for the
nine months ended September 30, 1997, have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position and results of operations and cash flows of the Company as of
September 30, 1997 and for the nine months ended September 30, 1997, have been
made. The financial position and results of operations for the interim period
are not necessarily indicative of the results to be expected for the full
years.     
 
2. ACQUISITIONS
 
  Effective December 1, 1996, the Company acquired all of the outstanding
equity interests of Talton Telecommunications Corporation and AmeriTel Pay
Phones, Inc. The aggregate net purchase price was approximately $47.9 million,
which was funded with the net proceeds from the issuance of common and
preferred stock and the proceeds from the issuance of long-term debt.
 
  The above acquisitions were accounted for using the purchase method of
accounting as of their respective acquisition dates and, accordingly, only the
results of operations of the acquired companies subsequent to their respective
acquisition dates are included in the consolidated financial statements of the
Company. At the acquisition date, the purchase price was allocated to assets
acquired, including identifiable intangibles, and liabilities assumed based on
their fair market values. The excess of the total purchase prices over the
fair value of the net assets acquired represents goodwill. In connection with
the acquisitions, assets were acquired and liabilities were assumed as
follows:
 
<TABLE>
     <S>                                                         <C>
     Purchase prices:
      Net cash paid............................................. $ 46,983,442
      Subordinated notes, preferred stock and common stock
       issued to sellers, net of expenses.......................   15,768,624
      Portion of purchase price for continuing stockholders,
       treated as a dividend....................................  (14,869,728)
                                                                 ------------
       Total net purchase prices................................   47,882,338
     Fair values of net assets acquired:
      Fair values of assets acquired............................   35,987,320
      Liabilities assumed.......................................  (27,864,398)
                                                                 ------------
       Total net assets acquired................................    8,122,922
                                                                 ------------
     Goodwill................................................... $ 39,759,416
                                                                 ============
</TABLE>
 
  Since certain of the stockholders of the Company held ownership interests in
the acquired companies, their continuing ownership interest in the Company has
been accounted for at their prior historical basis, which has resulted in a
reduction in stockholders' equity of approximately $14.9 million and a
corresponding reduction in the fair values assigned to tangible and
identifiable intangible assets, in accordance with the provisions of Emerging
Issue Task Force discussion No. 88-16, "Basis in Leveraged Buyout
Transactions."
   
  Please refer to footnote 13 for a discussion of the Company's acquisitions
which were consummated subsequent to December 31, 1996.     
 
                                      F-9
<PAGE>
 
                    TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
3. ACCOUNTS RECEIVABLE
 
  Accounts receivable consist of the following:
 
<TABLE>   
<CAPTION>
                                                      DECEMBER 31,  SEPTEMBER 30,
                                                          1996          1997
                                                      ------------  -------------
                                                                     (UNAUDITED)
<S>                                                   <C>           <C>
Trade accounts receivable, net of advance payments
 received of $1,188,671 and $338,271 at December 31,
 1996 and September 30, 1997, respectively..........  $ 7,975,016    $12,637,119
Advance commissions receivable......................      349,094        380,971
Amounts receivable from stockholders................      135,627        154,635
Employees and other.................................       11,556        221,977
                                                      -----------    -----------
                                                        8,471,293     13,394,702
Less allowance for unbillable and uncollectible
 chargebacks........................................   (1,125,023)      (711,697)
                                                      -----------    -----------
                                                      $ 7,346,270    $12,683,005
                                                      ===========    ===========
</TABLE>    
   
  At December 31, 1996 and September 30, 1997, the Company had advanced
commissions to certain facilities of $835,641 and $771,322 (unaudited) which
are recoverable from such facilities as a reduction of earned commissions at
specified monthly amounts. Amounts included in accounts receivable represent
the estimated recoverable amounts during the next fiscal year with the
remaining balance recorded in other assets.     
 
4. PROPERTY AND EQUIPMENT
 
  Property and equipment consist of the following:
 
<TABLE>   
<CAPTION>
                                                      DECEMBER 31, SEPTEMBER 30,
                                                          1996         1997
                                                      ------------ -------------
                                                                    (UNAUDITED)
<S>                                                   <C>          <C>
Leasehold improvements...............................  $  432,036   $   472,079
Telephone system equipment...........................   7,259,333    13,187,984
Vehicles.............................................     123,977       236,377
Office equipment.....................................     264,591     1,014,455
                                                       ----------   -----------
                                                        8,079,937    14,910,895
Less accumulated depreciation........................    (110,803)   (1,182,630)
                                                       ----------   -----------
                                                       $7,969,134   $13,728,265
                                                       ==========   ===========
</TABLE>    
 
5. INTANGIBLE AND OTHER ASSETS
 
  Intangible and other assets consist of the following:
 
<TABLE>   
<CAPTION>
                                                   DECEMBER 31,  SEPTEMBER 30,
                                                       1996          1997
                                                   ------------  -------------
                                                                  (UNAUDITED)
<S>                                                <C>           <C>
Intangible assets:
  Acquired telephone contracts.................... $18,440,124    $30,696,912
  Noncompete agreements...........................     303,611        403,611
  Deferred loan costs.............................   3,804,121      5,839,642
  Goodwill........................................  39,759,416     53,040,078
  Other intangibles...............................      55,936        467,350
                                                   -----------    -----------
                                                    62,363,208     90,447,593
 Less accumulated amortization....................    (803,023)    (9,095,243)
                                                   -----------    -----------
Total intangible assets...........................  61,560,185     81,352,350
Other assets--noncurrent portion of commission
 advances to facilities...........................     486,547        390,351
Restricted cash...................................         --       1,693,000
                                                   -----------    -----------
                                                   $62,046,732    $83,435,701
                                                   ===========    ===========
</TABLE>    
 
 
                                     F-10
<PAGE>
 
                    TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
6. ACCRUED EXPENSES
 
  Accrued expenses consist of the following:
 
<TABLE>   
<CAPTION>
                                                      DECEMBER 31, SEPTEMBER 30,
                                                          1996         1997
                                                      ------------ -------------
                                                                    (UNAUDITED)
     <S>                                              <C>          <C>
     Facility commissions............................  $2,034,070   $ 2,880,829
     Billing and collection fees.....................     455,517       471,697
     Uncollectible call chargebacks..................     840,000     1,091,233
     Long-distance charges...........................   1,428,148     1,000,314
     Accrued acquisition costs.......................   1,068,124     2,959,829
     Accrued interest................................       9,946     3,265,914
     Other...........................................     185,436       478,106
                                                       ----------   -----------
                                                       $6,021,241   $12,147,922
                                                       ==========   ===========
</TABLE>    
 
  The accrual for uncollectible call chargebacks represents a reserve for
amounts collected from the various LECs or third-party billing services which
are expected to be charged back to the Company in future periods.
 
7. LONG-TERM DEBT
 
  The following is a summary of long-term debt:
 
<TABLE>   
<CAPTION>
                                                    DECEMBER 31,  SEPTEMBER 30,
                                                        1996          1997
                                                    ------------  -------------
                                                                   (UNAUDITED)
     <S>                                            <C>           <C>
     Senior Notes.................................. $       --    $115,000,000
     Senior Credit Agreement:
       Revolving loan facility.....................   5,700,000
       Term loan facility..........................  45,000,000
     Senior subordinated notes.....................   8,500,000
     Subordinated notes............................   5,000,000
     Other.........................................     200,000        597,898
                                                    -----------   ------------
                                                     64,400,000    115,597,898
     Less unamortized discount.....................  (1,085,500)
     Less current portion of long-term debt........  (3,150,000)       (38,047)
                                                    -----------   ------------
                                                    $60,164,500   $115,559,851
                                                    ===========   ============
</TABLE>    
 
  SENIOR CREDIT AGREEMENT--In December 1996, the Company entered into a Senior
Credit Agreement with a group of lenders, which included a revolving loan
facility and a term loan facility. Under the revolving loan facility, the
Company has availability of up to $10 million, subject to certain
restrictions. The revolving loan facility matures on December 27, 1998, and
requires quarterly interest payments beginning March 31, 1997.
 
  The term loan facility is a $45 million facility, which requires quarterly
interest payments beginning on March 31, 1997, and quarterly principal
installments, beginning on September 30, 1997, of $1,575,000 through December
1997, decreasing to $1,462,500 on March 31, 1998, and increasing to $2,137,500
on March 31, 1999, $2,868,750 on March 31, 2000, and $3,993,750 on March 31,
2001, with the remaining unpaid balance due on December 27, 2001. These
scheduled payments under the term loan facility are subject to mandatory
prepayments beginning March 31, 1998, based on excess cash flows as defined in
the Senior Credit Agreement.
 
  Amounts outstanding under both the revolving loan facility and the term loan
facility bear interest based on one of the following rates at the Company's
option: (i) a variable rate equal to the higher of the administrative agent's
established commercial lending rate or the federal funds rate plus 0.5% or
(ii) a variable rate based on
 
                                     F-11
<PAGE>
 
                    TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
the LIBO (London Interbank Offering) rate. The Company pays a commitment fee
to the lenders at the rate of 0.5% per annum on the average daily unused
portion of the commitment amounts for both the revolving loan and term loan
facilities.
 
  Both the revolving and term loan facilities are collateralized by
substantially all the assets of the Company.
 
  SENIOR SUBORDINATED NOTES--In connection with the acquisitions, the Company
issued $8.5 million of senior subordinated notes which mature on December 27,
2002, and accrue interest, payable quarterly, at an initial rate of 12% per
annum for the period from the date of issuance until March 27, 1997.
Thereafter, the interest rate increases 0.5% on a quarterly basis up to a
maximum rate of 19%. The interest rates on these notes are payable in
additional notes for interest paid in excess of 16%. In connection with the
issuance of the senior subordinated notes, stock purchase warrants to acquire
1,085 shares of the Company's Class A common stock at an exercise price of
$.01 per share were issued to certain note holders. As a result, the senior
subordinated notes were discounted from their face value by $1,085,500, which
represented the estimated value of the proceeds assigned to the warrants as
discussed in Note 9. This discount is being amortized as additional interest
expense over the term of the notes, resulting in an effective interest rate on
the senior subordinated notes of 13.76% as of December 31, 1996.
 
  SUBORDINATED NOTES--In connection with the acquisitions, the Company issued
subordinated notes to three stockholders of the Company, which mature on
December 27, 2002, and accrue interest, payable quarterly, at an initial rate
of 12.5% per annum, for the period from the date of issuance through September
30, 1997. Thereafter, the interest rate increases 0.5% on a quarterly basis up
to a maximum rate of 19%.
 
  COVENANTS AND OTHER--The Senior Credit Agreement contains financial and
operating covenants requiring, among other items, the maintenance of certain
financial ratios, as defined, including total debt to free cash flow, senior
debt to free cash flow and various other ratios of free cash flow to specified
minimums. In the event the Company fails to comply with the covenants and
other restrictions, as specified below, it could be in default under the
Senior Credit Agreement and substantially all of the Company's long-term
maturities could be accelerated.
 
  In addition, the Senior Credit Agreement contains various covenants which,
among other things, limit the Company's ability to incur additional
indebtedness, restrict the Company's ability to invest in and divest of
assets, and restrict the Company's ability to pay dividends, redeem or
purchase its common stock or redeem or prepay principal and interest on its
subordinated debt.
 
  At December 31, 1996, the scheduled maturities of long-term debt were as
follows:
 
<TABLE>
     <S>                                                             <C>
     1997........................................................... $ 3,150,000
     1998...........................................................  11,550,000
     1999...........................................................   8,750,000
     2000...........................................................  11,475,000
     2001...........................................................  15,975,000
     Thereafter.....................................................  13,500,000
                                                                     -----------
                                                                     $64,400,000
                                                                     ===========
</TABLE>
   
  Amounts outstanding under the Senior Credit Agreement, Senior Subordinated
Notes, and Subordinated Notes were repaid on June 27, 1997. Please refer to
footnote 13 for a discussion of the Company's financing transactions
subsequent to December 31, 1996.     
 
                                     F-12
<PAGE>
 
                    TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
8. INCOME TAXES
 
  A summary of the income tax benefit for the one-month period ended December
31, 1996, is as follows:
 
<TABLE>
     <S>                                                               <C>
     Refundable income taxes:
       Federal........................................................ $(73,837)
       State..........................................................  (10,260)
     Deferred income taxes............................................   61,595
                                                                       --------
                                                                       $(22,502)
                                                                       ========
</TABLE>
   
  The Company has provided for income taxes during the nine months ended
September 30, 1997 using expected 1997 effective tax rates for each of its
taxing jurisdictions which have been allocated between current income taxes
payable and deferred income taxes based on anticipated 1997 temporary
differences.     
 
  The income tax benefit differs from statutory rates primarily because of
permanent differences related to nondeductible goodwill amortization. The
following is a reconciliation of the income tax benefit reported in the
statement of operations:
 
<TABLE>
     <S>                                                              <C>
     Tax benefit at statutory rates.................................. $(96,094)
     Effect of state income taxes....................................  (13,284)
     Effect of nondeductible goodwill amortization...................   86,876
                                                                      --------
                                                                      $(22,502)
                                                                      ========
</TABLE>
 
  The tax effects of temporary differences giving rise to deferred income tax
asset and liabilities were:
 
<TABLE>
     <S>                                                           <C>
     Deferred income tax asset:
       Allowance for unbillable and uncollectible chargebacks..... $   440,547
       Reserves...................................................     232,712
                                                                   -----------
                                                                       673,259
     Deferred income tax liabilities:
       Depreciation and amortization..............................  (1,944,922)
       Other......................................................     (23,845)
                                                                   -----------
                                                                    (1,968,767)
                                                                   -----------
     Net deferred income tax liability............................ $(1,295,508)
                                                                   ===========
</TABLE>
 
  This net deferred income tax liability is classified in the consolidated
balance sheet as follows:
 
<TABLE>
     <S>                                                           <C>
     Current asset................................................ $   673,259
     Noncurrent liability.........................................  (1,968,767)
                                                                   -----------
                                                                   $(1,295,508)
                                                                   ===========
</TABLE>
 
9. STOCKHOLDERS' EQUITY
 
  COMMON STOCK--The authorized common stock of the Company includes 49,600
shares of Class A common stock and 400 shares of Class B common stock. Holders
of the shares of Class A and Class B common stock have identical rights and
privileges except that holders of Class B common stock are entitled to four
votes per share as compared to one vote per share for holders of Class A
common stock.
 
                                     F-13
<PAGE>
 
                    TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
  Issued and outstanding shares of common stock as of December 31, 1996
include 14,900 shares of Class A common stock and 400 shares of Class B common
stock. The Class B common stock is convertible into four shares of Class A
common stock upon the occurrence of a major event, as defined.
 
  PREFERRED STOCK--In connection with the acquisitions as discussed in Note 2,
the Company issued 5,925 shares of senior preferred stock to former
stockholders of the acquired companies. The preferred stockholders have no
voting rights and are entitled to receive cumulative dividends at the rate of
$80 per share per annum, payable quarterly, when declared by the Board of
Directors. In the event of any liquidation, dissolution or winding up of the
Company (voluntary or involuntary), the holders of the preferred stock shall
be entitled to receive a preference over common shareholders in any
distribution of assets of the Company, equal to $1,000 per share plus
cumulative unpaid dividends. Upon the occurrence of a major event, which
includes (i) a sale of all or substantially all the assets of the Company or
(ii) a registered public offering of equity interests with gross proceeds of
at least $20 million under the Securities Act of 1933, as amended, the Company
is required to redeem the outstanding shares of preferred stock at a price
equal to $1,000 per share plus cumulative unpaid dividends. Each holder of
preferred stock is entitled to convert each preferred share into 0.08505
shares of Class A common stock, at the option of the holder, at any time after
the date of issuance and on or prior to the occurrence of a major event, as
defined.
 
  In addition to the senior preferred stock discussed above, the Company is
authorized to issue up to 44,000 shares of junior preferred stock, of which no
shares have been issued as of December 31, 1996.
 
  WARRANTS--At the acquisition date, the Company entered into a warrant
agreement with certain of its senior subordinated note holders, which granted
the note holders the right to purchase 1,085 shares of Class A common stock at
an exercise price of $.01 per share, which was below the market value of the
underlying shares at that date. Accordingly, as of December 31, 1996
approximately $1,085,500 of the proceeds of the senior subordinated note
borrowings have been allocated to these warrants and are recorded as
additional paid-in capital.
 
  At the acquisition date, the Company also entered into various warrant
agreements with its other subordinated lenders along with its Class B common
shareholders which granted such holders the right to purchase 6,230 shares of
Class A common stock of the Company upon terms established by the Board of
Directors. These warrants are exercisable in whole or part, at various dates
through December 27, 2006, at warrant prices ranging from $1,000 to $3,000 per
share.
 
  As of December 31, 1996, no warrant holders have exercised their warrants to
acquire additional shares of Class A common stock.
 
10. RELATED-PARTY TRANSACTIONS
 
  A stockholder of the Company has personally guaranteed three of the
Company's operating leases, which have expiration dates ranging from March
1997 to September 1998. In addition, one of the Company's subsidiaries leased
office space from this stockholder under a month-to-month lease with monthly
rentals of $3,000. This lease expired on December 31, 1996. Subsequently, the
Company entered into a new lease agreement with the stockholder, which
requires monthly payments in 1997 of $9,083, and thereafter at agreed-upon
monthly rates through December 31, 2001, at which time the Company has an
option to extend the lease for an additional five years.
 
  The Company entered into a management services and consulting agreement with
a company affiliated with certain stockholders, along with separate consulting
agreements with three stockholders who were formerly
 
                                     F-14
<PAGE>
 
                    TALTON HOLDINGS, INC. AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
employees of the acquired companies. These agreements require the payment of
aggregate minimum annual consulting fees over the next three years in the
following amounts:
 
<TABLE>
     <S>                                                                <C>
     1997.............................................................. $478,000
     1998.............................................................. $468,000
     1999.............................................................. $300,000
</TABLE>
 
  These agreements also provide for the reimbursement of direct expenses along
with future payments for transaction consulting services. One of the
agreements entitles an affiliate of certain stockholders to a 1% fee based on
the gross acquisition price for any asset or stock acquisitions by the
Company. This agreement, which expires in December 1999, limits the cumulative
acquisition fees paid to this consultant to an amount not to exceed $1,250,000
over the life of the agreement.
 
  The management services and consulting agreement has a three-year term and
is cancelable at either party's discretion, with all consulting fees under the
remaining term of the agreement to be paid upon the date of termination. The
remaining consulting agreements are cancelable only at the option of the
consultants and expire over one- and two-year terms.
   
  In connection with these agreements, the Company paid $225,000 during the
nine months ended September 30, 1997, of which $75,000 was recorded as a
prepaid expense at September 30, 1997.     
 
  In conjunction with the formation of the Company and the consummation and
financing of the acquisitions, the Company paid transaction fees and expenses
of $1,670,000 to three companies affiliated with certain stockholders which
have been capitalized in the acquisitions.
 
11. BENEFIT PLAN
   
  The Company's subsidiaries sponsor 401(k) savings plans for the benefit of
eligible full-time employees, which are qualified benefit plans in accordance
with the Employee Retirement Income Security Act (ERISA). Employees
participating in the plan can generally make contributions to the plan of up
to 15% of their compensation. The plans provide for discretionary matching
contributions by the Company of up to 50% of an eligible employee's
contribution. Total plan expense was $3,517 for the one month ended December
31, 1996. There was no plan expense during the unaudited nine months ended
September 30, 1997.     
 
12. COMMITMENTS AND CONTINGENCIES
   
  OPERATING LEASES--The Company leases office furniture, office space and
vehicles under various operating lease agreements. Rent expense under these
operating lease agreements was $19,900 and $198,841, respectively, during the
one-month period ended December 31, 1996 and the unaudited nine-month period
ended September 30, 1997. Minimum future rental payments under noncancelable
operating leases for each of the next five years and in the aggregate are:
    
<TABLE>
     <S>                                                               <C>
     December 31:
       1997........................................................... $238,809
       1998...........................................................  208,337
       1999...........................................................  129,986
       2000...........................................................   93,602
       2001...........................................................   95,668
                                                                       --------
     Total minimum future rental payments............................. $766,402
                                                                       ========
</TABLE>
 
 
                                     F-15
<PAGE>
 
                     
                  TALTON HOLDINGS, INC. AND SUBSIDIARIES     
            
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)     

  OTHER--In connection with the acquisitions, the Company entered into
consulting agreements with certain shareholders, which are discussed in Note
10. Additionally, the Company entered into an employment agreement with one
stockholder who was formerly an employee of one of the acquired companies. The
employment agreement has an initial term of one year and requires payment of
an annual base salary of $100,000 along with a $25,000 payment to be paid in
equal monthly installments over the first twelve months of the agreement.
 
  The Company is subject to various legal proceedings and claims which arise
in the ordinary course of business operations. In the opinion of management,
the amount of liability, if any, with respect to these actions would not
materially affect the financial position of the Company or its results of
operation.
 
13. SUBSEQUENT EVENTS
 
  On April 4, 1997, the Company acquired substantially all of the net assets
of Tri-T, Inc. (d/b/a "Tataka") for cash of $0.6 million and a contingent
payment of $0.3 million, subject to certain performance related benchmarks to
be evaluated in the future.
 
  On June 27, 1997, the Company acquired substantially all of the net assets
of Security Telecom Corporation for cash of $9.9 million and issuance of 900
shares of the Company's Common Stock. Approximately $2.5 million of additional
purchase price was withheld at closing, pending certain regulatory approvals
and final adjustments. On June 27, 1997, in conjunction with the acquisition
of Security Telecom Corporation, the Company entered into an agreement with an
employee of Security Telecom Corporation giving the employee the right to
purchase 100 shares of the Company's Class A common stock for $2,000 per
share. The employee may elect to exercise the options after December 31, 1997
or may elect to receive a $200,000 payment in cash. The options must be
exercised by June 30, 1999. The Company has recorded this liability in the
June 30, 1997 financial statements with a corresponding increase in goodwill
resulting from the Security Telecom Acquisition.
   
  On June 27, 1997 the Company issued $115 million of 11% Senior Notes due
2007 in a private placement under Section 144A of the Securities Act of 1933.
A portion of the proceeds of the issuance was used to repay all of the debt
outstanding under the Senior Credit Agreement, the Senior Subordinated Notes
and the Subordinated Notes and to fund the purchase of Security Telecom
Corporation. As a result of the repayment of the outstanding debt, the Company
incurred an extraordinary loss of $4.4 million resulting from the write-off of
the unamortized deferred loan costs and the unamortized discount on the Senior
Subordinated Notes. In addition, on July 30, 1997 the Company's Senior Credit
Agreement was amended to provide the Company a $35 million revolving loan
commitment with interest rates similar to the prior revolving loan commitment
and a maturity date of December 31, 2000. All of the Company's subsidiaries
that have material business operations or assets (the "Subsidiary Guarantors")
are fully, unconditionally, and jointly and severally liable for the Notes.
The Company has only one subsidiary that is not a Subsidiary Guarantor, and
such subsidiary has never had revenues or expenses and has no assets other
than certain license applications and its initial paid-in capital of $1,000.
The Subsidiary Guarantors are wholly owned and constitute all of the Company's
direct and indirect subsidiaries, except for certain subsidiaries that are not
consequential. The Company has not included separate financial statements of
its subsidiaries because (a) the aggregate assets, liabilities, earnings and
equity of such subsidiaries are substantially equivalent to the assets,
liabilities, earnings and equity of the Company on a consolidated basis, and
(b) the Company believes that separate financial statements and other
disclosures concerning such subsidiaries are not material to investors.     
 
  On July 31, 1997, the Company acquired all of the net assets of Correctional
Communications Corporation for a cash purchase price of $10.5 million. Of this
amount, $5.5 million is held in escrow serving as security for certain
representations and warranties made by the sellers. The acquisition agreement
also provides for a contingent payment of up to $1.5 million if certain
financial performance benchmarks are achieved in the future
 
                                     F-16
<PAGE>
 
                     
                  TALTON HOLDINGS, INC. AND SUBSIDIARIES     
            
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)     
 
and grants the sellers the right to acquire up to 267 shares of the Company's
common stock at a price of at least $3,000 per share.
   
  On October 6, 1997, the Company entered into an agreement to purchase
substantially all of the net assets of the inmate pay-phone division of
Communications Central Inc. for $42 million subject to various adjustments as
defined in the agreement and subject to a provision for working capital of
approximately $1.2 million provided to the Company pursuant to the purchase
agreement.     
 
                                     F-17
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
To the Stockholders of 
AmeriTel Pay Phones, Inc.:
 
  We have audited the accompanying balance sheet of AmeriTel Pay Phones, Inc.
(the "Company"), as of November 30, 1996, and the related statements of
income, stockholders' equity and cash flows for the eleven months then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, such financial statements present fairly, in all material
respects, the financial position of AmeriTel Pay Phones, Inc., as of November
30, 1996, and the results of its income and its cash flows for the eleven
months then ended, in conformity with generally accepted accounting
principles.
 
Deloitte & Touche llp
Dallas, Texas
April 4, 1997
 
                                     F-18
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
To the Stockholders of 
  AmeriTel Pay Phones, Inc.:
 
  We have audited the accompanying balance sheet of AmeriTel Pay Phones, Inc.
(a Missouri Corporation), as of December 31, 1995, and the related statements
of income, stockholders' equity and cash flows for each of the two years in
the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of AmeriTel Pay Phones, Inc.
as of December 31, 1995, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
 
Arthur Andersen LLP
Kansas City, Missouri
March 22, 1996
 
                                     F-19
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                                 BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                      DECEMBER 31, NOVEMBER 30,
                                                          1995         1996
                                                      ------------ ------------
<S>                                                   <C>          <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.......................... $    891,026 $     80,664
  Accounts receivable................................    1,754,777    5,546,304
  Stock subscriptions receivable.....................                 1,061,384
  Refundable income taxes............................      242,277      342,986
  Inventories........................................    1,056,724      785,438
  Prepaid expenses...................................       79,526       34,646
  Deferred tax asset.................................      253,893      396,752
                                                      ------------ ------------
    Total current assets.............................    4,278,223    8,248,174
PROPERTY AND EQUIPMENT...............................    3,671,940    4,521,521
INTANGIBLE AND OTHER ASSETS..........................   10,635,478   14,114,958
                                                      ------------ ------------
    TOTAL............................................ $ 18,585,641 $ 26,884,653
                                                      ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable................................... $    337,485 $  1,429,916
  Accrued expenses...................................    1,702,786    3,289,957
  Current maturities of long-term debt...............      220,592    1,824,907
                                                      ------------ ------------
    Total current liabilities........................    2,260,863    6,544,780
LONG-TERM DEBT.......................................   11,469,408   13,019,811
DEFERRED INCOME TAXES................................      318,354      425,689
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
  Preferred stock, $.01 par value, 500,000 shares
   authorized; 244,800 shares issued and outstanding
   (liquidation value of $1,534,157 at November 30,
   1996).............................................        2,448        2,448
  Common stock, $.01 par value, 10,000,000 shares
   authorized; 3,233,854 and 3,519,315 shares issued
   and outstanding as of December 31, 1995, and
   November 30, 1996, respectively...................       32,338       35,193
  Additional paid-in capital.........................    2,292,548    3,704,863
  Retained earnings..................................    2,209,682    3,151,869
                                                      ------------ ------------
    Total stockholders' equity.......................    4,537,016    6,894,373
                                                      ------------ ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY....... $ 18,585,641 $ 26,884,653
                                                      ============ ============
</TABLE>
 
                       See notes to financial statements.
 
                                      F-20
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                              STATEMENTS OF INCOME
 
<TABLE>   
<CAPTION>
                                                      ELEVEN MONTHS  NINE MONTHS
                          YEARS ENDED DECEMBER 31,        ENDED         ENDED
                          --------------------------  NOVEMBER 30,  SEPTEMBER 30,
                              1994          1995          1996          1996
                          ------------  ------------  ------------- -------------
                                                                     (UNAUDITED)
<S>                       <C>           <C>           <C>           <C>
OPERATING REVENUE.......  $ 11,698,641  $ 20,371,388   $29,305,641   $23,330,540
OPERATING EXPENSES:
  Telecommunication
   costs................     5,346,949     9,747,326    13,728,316    11,098,532
  Facility commissions..     1,861,154     3,497,488     6,086,469     4,736,823
  Field operations and
   maintenance..........       507,460       863,901     1,166,063       898,505
  Selling, general and
   administrative.......       927,441     1,758,744     2,281,177     1,727,302
  Depreciation..........       194,413       384,277       536,264       431,486
  Amortization of
   intangibles..........       595,268     1,224,071     1,624,017     1,312,238
  Nonrecurring
   expenses.............                                   684,320
                          ------------  ------------   -----------   -----------
    Total operating
     expenses...........     9,432,685    17,475,807    26,106,626    20,204,886
                          ------------  ------------   -----------   -----------
OPERATING INCOME........     2,265,956     2,895,581     3,199,015     3,125,654
OTHER (INCOME) EXPENSE:
  Interest income.......        (8,637)      (32,165)      (20,816)      (20,705)
  Interest expense......       572,618     1,059,860     1,375,701     1,114,318
  Other, net............                      66,139        38,881       247,882
                          ------------  ------------   -----------   -----------
    Total other (income)
     expense............       563,981     1,093,834     1,393,766     1,341,495
                          ------------  ------------   -----------   -----------
INCOME BEFORE INCOME
 TAXES AND EXTRAORDINARY
 LOSS...................     1,701,975     1,801,747     1,805,249     1,784,159
INCOME TAXES............                     734,363       693,001       713,663
                          ------------  ------------   -----------   -----------
INCOME BEFORE
 EXTRAORDINARY LOSS.....     1,701,975     1,067,384     1,112,248     1,070,496
EXTRAORDINARY LOSS FROM
 EARLY EXTINGUISHMENT OF
 DEBT...................                                    52,353
                          ------------  ------------   -----------   -----------
NET INCOME..............  $  1,701,975  $  1,067,384   $ 1,059,895   $ 1,070,496
                          ============  ============   ===========   ===========
</TABLE>    
 
 
                       See notes to financial statements.
 
                                      F-21
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                       STATEMENTS OF STOCKHOLDERS' EQUITY
 
<TABLE>   
<CAPTION>
                                       COMMON STOCK       ADDITIONAL
                         PREFERRED ---------------------   PAID-IN     RETAINED
                           STOCK    SHARES      AMOUNT     CAPITAL     EARNINGS     TOTAL
                         --------- ---------  ----------  ----------  ----------  ----------
<S>                      <C>       <C>        <C>         <C>         <C>         <C>
BALANCE, JANUARY 1,
 1994...................               3,750  $    3,750  $  196,250  $  269,865  $  469,865
 Issuance of common
  stock.................               5,625       5,625     541,875                 547,500
 Net income for 1994....                                               1,701,975   1,701,975
 Distributions to
  shareholders ($78 per
  share)................                                                (734,575)   (734,575)
                          ------   ---------  ----------  ----------  ----------  ----------
BALANCE, DECEMBER 31,
 1994...................               9,375       9,375     738,125   1,237,265   1,984,765
 Stock split............           3,054,377   3,054,377  (3,054,377)                    --
 Change in par value....                      (3,033,115)  3,033,115                     --
 Issuance of common
  stock.................             173,370       1,734     130,891                 132,625
 Purchase and retirement
  of treasury stock.....              (3,268)        (33)                (14,967)    (15,000)
 Issuance of preferred
  stock.................   2,400                           1,414,842               1,417,242
 Preferred stock
  dividends ($.21 per
  share)................      48                              29,952     (80,000)    (50,000)
 Net income for 1995....                                               1,067,384   1,067,384
                          ------   ---------  ----------  ----------  ----------  ----------
BALANCE, DECEMBER 31,
 1995...................   2,448   3,233,854      32,338   2,292,548   2,209,682   4,537,016
 Issuance of common
  stock.................             285,461       2,855   1,412,315               1,415,170
 Preferred stock
  dividends ($0.48 per
  share)................                                                (117,708)   (117,708)
 Net income for the
  eleven months ended
  November 30, 1996.....                                               1,059,895   1,059,895
                          ------   ---------  ----------  ----------  ----------  ----------
BALANCE, NOVEMBER 30,
 1996...................  $2,448   3,519,315  $   35,193  $3,704,863  $3,151,869  $6,894,373
                          ======   =========  ==========  ==========  ==========  ==========
</TABLE>    
 
 
                       See notes to financial statements.
 
                                      F-22
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                            STATEMENTS OF CASH FLOWS
 
<TABLE>   
<CAPTION>
                                                     ELEVEN MONTHS  NINE MONTHS
                         YEARS ENDED DECEMBER 31,        ENDED         ENDED
                         ------------------------    NOVEMBER 30,  SEPTEMBER 30,
                             1994          1995          1996          1996
                         ------------  ------------  ------------- -------------
                                                                    (UNAUDITED)
<S>                      <C>           <C>           <C>           <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES:
 Net income............  $  1,701,975  $  1,067,384   $ 1,059,895   $ 1,070,496
 Adjustments to
  reconcile net income
  to net cash provided
  by operating
  activities:
 Extraordinary loss....                                    52,353
 Depreciation and
  amortization.........       789,681     1,608,348     2,160,281     1,743,724
 Deferred income
  taxes................                      64,461       (35,524)
 Changes in operating
  assets and
  liabilities:
  Accounts receivable..      (605,975)     (992,079)   (3,803,925)   (3,594,096)
  Inventory............      (604,411)     (299,555)      271,286       154,205
  Prepaid expenses.....       (30,619)      (44,017)       44,880       (33,003)
  Accounts payable.....      (189,185)     (135,633)    1,092,431     1,284,378
  Accrued expenses.....       366,783     1,288,008     1,460,005       687,701
  Income taxes.........                    (242,277)      266,149       242,277
                         ------------  ------------   -----------   -----------
   Net cash provided by
    operating
    activities.........     1,428,249     2,314,640     2,567,831     1,555,682
                         ------------  ------------   -----------   -----------
CASH FLOWS FROM
 INVESTING ACTIVITIES:
 Capital expenditures..    (1,779,468)   (2,051,111)   (1,516,236)   (1,286,778)
 Cash outflows for
  acquisition of
  facility contracts...    (6,770,292)   (3,613,662)   (4,698,468)   (4,568,603)
 Payments under
  noncompete
  agreements...........       (55,000)
                         ------------  ------------   -----------   -----------
   Net cash used in
    investing
    activities.........    (8,604,760)   (5,664,773)   (6,214,704)   (5,855,381)
                         ------------  ------------   -----------   -----------
CASH FLOWS FROM
 FINANCING ACTIVITIES:
 Proceeds from long-
  term debt
  borrowings...........    12,305,000    11,890,000     5,600,000     4,300,000
 Proceeds from
  (payments on) advance
  from related
  parties..............       480,742      (571,653)
 Proceeds from issuance
  of common stock......       547,500                      19,501
 Proceeds from issuance
  of preferred stock...                   1,417,242
 Purchase of treasury
  stock................                     (15,000)
 Payments of long-term
  debt.................    (5,859,932)   (8,200,510)   (2,645,282)     (857,715)
 Dividends paid on
  common and preferred
  stock................      (256,735)     (507,840)     (137,708)
                         ------------  ------------   -----------   -----------
   Net cash provided by
    financing
    activities.........     7,216,575     4,012,239     2,836,511     3,442,285
                         ------------  ------------   -----------   -----------
INCREASE (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS...........        40,064       662,106      (810,362)     (857,414)
CASH AND CASH
 EQUIVALENTS, BEGINNING
 OF PERIOD.............       188,856       228,920       891,026       891,026
                         ------------  ------------   -----------   -----------
CASH AND CASH
 EQUIVALENTS, END OF
 PERIOD................  $    228,920  $    891,026   $    80,664   $    33,612
                         ============  ============   ===========   ===========
SUPPLEMENTAL
 DISCLOSURES OF CASH
 FLOW INFORMATION:
 Cash paid for
  interest.............  $    516,732  $    930,906   $ 1,489,076   $   846,646
                         ============  ============   ===========   ===========
 Cash paid for income
  tax..................  $        --   $    912,479   $   462,380   $   451,500
                         ============  ============   ===========   ===========
 Noncash transactions:
 Issuance of common
  stock upon exercise
  of stock options in
  exchange for stock
  subscriptions
  receivable, along
  with the related tax
  benefit..............  $        --   $        --    $ 1,395,669   $       --
                         ============  ============   ===========   ===========
 Amounts payable for
  acquisitions.........  $    354,839  $        --    $   310,000   $       --
                         ============  ============   ===========   ===========
 Issuance of common
  stock upon conversion
  of notes payable.....  $        --   $    123,500   $       --    $       --
                         ============  ============   ===========   ===========
</TABLE>    
 
                       See notes to financial statements.
 
                                      F-23
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  BUSINESS--AmeriTel Pay Phones, Inc. (the "Company"), which was incorporated
on June 6, 1991, owns, operates and maintains telephone systems under
contracts with correctional facilities in 30 states, with the majority of its
installations in Missouri, Kansas, Iowa, Indiana, Minnesota and Nebraska.
 
  The Company accumulates call activity from its various installations and
bills its revenues related to this call activity through major local exchange
carriers ("LECs") or through third-party billing services, all of which are
granted credit in the normal course of business with terms of between 30 and
60 days. The Company performs ongoing credit evaluations of its customers and
maintains allowances for unbillable and uncollectible losses based on
historical experience.
 
  PREPARATION OF FINANCIAL STATEMENTS--The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions, such as estimates of allowances
for unbillable and uncollectible chargebacks, that affect the reported amounts
of assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
 
  CASH AND CASH EQUIVALENTS--For purposes of the statement of cash flows, cash
and cash equivalents include cash on hand and cash investments with a
remaining maturity at the date of purchase of three months or less.
 
  ACCOUNTS RECEIVABLE--Trade accounts receivable represent amounts billed for
calls placed through the Company's telephone systems to the various LECs or
third-party billing services, net of advance payments received, and an
allowance for unbillable and uncollectible calls based on historical
experience for estimated chargebacks to be made by the LECs. Under account
advance agreements with various third-party billing services, advance payments
equal to a percentage of the outstanding billed receivables are remitted to
the Company when calls are submitted to the third-party billing service and
the Company grants a lien to the third-party billing service on the related
accounts receivable for the advance. The remainder of the billed receivable is
paid to the Company, net of the advance amount, after the third-party billing
service has collected the amounts receivable from the respective LECs.
Interest is charged on the advance payment at varying rates.
 
  INVENTORIES--Inventories are stated at the lower of cost, as determined
using the weighted average cost method, or market. Inventory is primarily
composed of equipment available for installation on new contracts and supplies
and parts for the telephone systems serviced by the Company.
 
  PROPERTY AND EQUIPMENT--Property and equipment are stated at cost.
Depreciation and amortization is provided on a straight-line basis over the
estimated useful lives of the related assets. The following is a summary of
useful lives for major categories of property and equipment:
 
<TABLE>
<CAPTION>
              ASSET                                               USEFUL LIFE
              -----                                             ---------------
     <S>                                                        <C>
     Leasehold improvements.................................... Term of lease
     Telephone system equipment................................ 7.5 to 10 years
     Vehicles.................................................. 5 years
     Office equipment.......................................... 3 to 7 years
</TABLE>
 
  Maintenance and repairs are expensed when incurred and major repairs which
extend an asset's useful life are capitalized. When items are retired or
disposed of, the related carrying value and accumulated depreciation are
removed from the respective accounts, and the net difference less any amount
realized from the disposition is reflected in earnings.
 
                                     F-24
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
  INTANGIBLE AND OTHER ASSETS--Intangible and other assets primarily include
amounts allocated to acquired facility contracts, noncompete agreements,
goodwill and other intangible assets, which are stated at cost, along with the
long-term portion of customer advances. Amortization of intangible assets is
provided on a straight-line basis over the estimated useful lives of the
related assets. The following is a summary of useful lives for major
categories of intangible assets:
 
<TABLE>
<CAPTION>
              ASSET                                               USEFUL LIFE
              -----                                              --------------
     <S>                                                         <C>
     Acquired facility contracts................................ 7.5 years
     Noncompete agreements...................................... Agreement term
     Deferred loan costs........................................ Loan term
     Other intangibles.......................................... 5 to 20 years
     Goodwill................................................... 15 years
</TABLE>
 
  Acquired facility contracts consist primarily of costs allocated to
locations acquired in acquisitions of facility contract rights from other
service providers, along with signing bonuses paid to the facilities under new
facility installations and other incremental direct costs paid to obtain the
facility contracts.
 
  Other intangibles include organizational costs and licensing fees to obtain
state licenses to conduct business.
 
  The Company began in 1996 to periodically assess the net realizable value of
its intangible assets, as well as all other assets, by comparing the expected
future net operating cash flow, undiscounted and without interest charges, to
the carrying amount of the underlying assets. The Company would evaluate a
potential impairment if the recorded value of these assets exceeded the
associated future net operating cash flows. Any potential impairment loss
would be measured as the amount by which the carrying value exceeds the fair
value of the asset. Fair value of assets would be measured by market value, if
an active market exists, or by a forecast of expected future net operating
cash flows, discounted at a rate commensurate with the risk involved.
 
  INCOME TAXES--Prior to 1995, the Company had elected to be treated as an S
corporation under certain provisions of the Internal Revenue Code.
Accordingly, the 1994 statement of income includes no provision for federal or
state income taxes since the taxable income of the Company is included in the
shareholders' individual income tax returns. Effective January 1, 1995, the
Company terminated its S corporation status.
 
  The Company accounts for income taxes using the liability method in
accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 109, "Accounting for Income Taxes." Under this method, deferred
tax assets and liabilities are provided for temporary differences between the
financial statement and tax bases of the assets and liabilities using current
tax rates.
 
  REVENUE RECOGNITION--Revenues are recognized during the period the calls are
made. In addition, during the same period, the Company accrues the related
telecommunication costs for validating, transmitting, billing and collection,
and line and long distance charges, along with commissions payable to the
facilities and allowances for unbillable and uncollectible calls, based on
historical experience.
 
  FACILITY COMMISSIONS--Under the terms of the Company's telephone system
contracts with correctional facilities, the Company pays commissions to these
facilities generally based on call volume revenues which are accrued during
the period the revenues are generated.
 
  FINANCIAL INSTRUMENTS--The Company's financial instruments under SFAS No.
107, "Disclosures About Fair Value of Financial Instruments," include cash and
cash equivalents, accounts receivable, accounts payable and long-term debt.
The Company believes that the carrying amounts of cash and cash equivalents,
accounts receivable, accounts payable and long-term debt are a reasonable
estimate of their fair value because of the short-
 
                                     F-25
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
term maturities of such instruments or, in the case of the revolving credit
facility borrowings, because of the floating interest rates on such
borrowings. In the case of the subordinated promissory notes to related
parties, which bear a fixed interest rate, the Company believes that the
current interest rates on these notes approximate the rates which could be
currently negotiated with such related parties.
 
  RECLASSIFICATIONS--Certain reclassifications have been made to the 1994 and
1995 financial statements to conform to the presentation used in the 1996
financial statements.
   
  UNAUDITED INTERIM FINANCIAL STATEMENTS--The Company's statements of income
and cash flows for the nine months ended September 30, 1996, have been
prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal, recurring adjustments) necessary to
present fairly the results of operations and cash flows of the Company for the
nine months ended September 30, 1996, have been made. The results of
operations for the interim period are not necessarily indicative of the
results to be expected for the full year.     
 
2. ACQUISITIONS
 
  During the years ended December 31, 1994 and 1995, and the eleven months
ended November 30, 1996, the Company acquired facility contracts and the
related facility equipment from various other independent inmate phone
operators for purchase prices aggregating $7.2 million, $3.6 million and $5.0
million, respectively.
 
  These acquisitions were each accounted for using the purchase method of
accounting as of their respective acquisition dates, and accordingly, only the
results of the operations of these facilities subsequent to their respective
acquisition dates are included in the financial statements of the Company. At
the acquisition dates, the purchase prices were allocated to the assets
acquired, including telephone system equipment, facility contracts and other
identifiable intangibles based on their fair market values. The excess of the
total purchase prices over the fair values of the assets acquired represented
goodwill. In connection with the acquisitions, assets were acquired and
liabilities were assumed as follows:
 
<TABLE>
<CAPTION>
                                             YEARS ENDED
                                            DECEMBER 31,        ELEVEN MONTHS
                                        ---------------------       ENDED
                                           1994       1995    NOVEMBER 30, 1996
                                        ---------- ---------- -----------------
     <S>                                <C>        <C>        <C>
     Purchase prices:
       Net cash paid..................  $6,825,292 $3,613,662    $4,698,468
       Amounts payable to sellers.....     354,839                  310,000
                                        ---------- ----------    ----------
     Total purchase prices............   7,180,131  3,613,662     5,008,468
     Estimated fair values of tangible
      and identifiable intangible
      assets acquired.................   3,204,881  3,215,111     4,121,809
                                        ---------- ----------    ----------
     Goodwill.........................  $3,975,250 $  398,551    $  886,659
                                        ========== ==========    ==========
</TABLE>
 
  The following table presents unaudited pro forma results of operations of
the Company for the year ended December 31, 1995, and the eleven months ended
November 30, 1996, as if the 1995 and 1996 acquisitions had occurred at the
beginning of 1995.
 
<TABLE>
<CAPTION>
                                                              (UNAUDITED)
                                                           1995        1996
                                                        ----------- -----------
     <S>                                                <C>         <C>
     Net sales......................................... $32,770,086 $31,929,045
                                                        =========== ===========
     Income before extraordinary loss.................. $ 1,430,165 $ 1,308,344
                                                        =========== ===========
     Net income........................................ $ 1,430,165 $ 1,255,991
                                                        =========== ===========
</TABLE>
 
 
                                     F-26
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  The unaudited pro forma results of operations are not necessarily indicative
of what the actual results of operations of the Company would have been had
the acquisitions occurred at the beginning of the year, nor do they purport to
be indicative of the future results of operations of the Company.
 
  In connection with four of the acquisitions in 1994 and two of the
acquisitions in 1996, the Company recorded amounts payable to the sellers of
$354,839 and $310,000, respectively, the payment of which was contingent upon
the fulfillment of certain stipulations which the Company believed were
probable of being met. In the event that the stipulations were not met and the
full balance was not paid by the Company, intangible assets previously
recorded on these acquisitions would be reduced. During 1995, certain of the
stipulations related to the 1994 acquisitions were not met and $171,500 of the
amounts payable to sellers recorded in 1994 was not paid, which was accounted
for as an adjustment to the purchase prices in 1995, thus reducing the amount
of goodwill originally recorded on these acquisitions.
 
3. ACCOUNTS RECEIVABLE
 
  Accounts receivable consists of the following:
 
<TABLE>
<CAPTION>
                                                    DECEMBER 31,  NOVEMBER 30,
                                                        1995          1996
                                                    ------------  ------------
     <S>                                            <C>           <C>
     Trade accounts receivable..................... $ 4,255,170   $ 6,895,904
     Advance commissions receivable................     111,211       353,378
     Receivable related to an acquisition..........     163,867
     Employees and other...........................      22,621        50,670
                                                    -----------   -----------
                                                      4,552,869     7,299,952
     Less advances on receivables..................  (2,136,156)     (719,093)
     Less allowance for unbillable and uncollecti-
      ble chargebacks..............................    (661,936)   (1,034,555)
                                                    -----------   -----------
                                                    $ 1,754,777   $ 5,546,304
                                                    ===========   ===========
</TABLE>
 
  At December 31, 1995, and November 30, 1996, the Company had advanced
commissions to certain facilities of $306,243 and $843,378, respectively,
which are recoverable from such facilities as a reduction of earned
commissions at specified monthly amounts. Amounts included in accounts
receivable represent the estimated recoverable amounts during the next fiscal
year with the remaining balance recorded in other assets.
 
4. PROPERTY AND EQUIPMENT
 
  Property and equipment consists of the following:
 
<TABLE>
<CAPTION>
                                                     DECEMBER 31, NOVEMBER 30,
                                                         1995         1996
                                                     ------------ ------------
     <S>                                             <C>          <C>
     Leasehold improvements.........................  $   66,156  $    59,145
     Telephone system equipment.....................   3,845,877    5,159,020
     Vehicles.......................................     157,506      138,914
     Office equipment...............................     263,558      334,543
                                                      ----------  -----------
                                                       4,333,097    5,691,622
     Less accumulated depreciation and amortiza-
      tion..........................................    (661,157)  (1,170,101)
                                                      ----------  -----------
                                                      $3,671,940  $ 4,521,521
                                                      ==========  ===========
</TABLE>
 
  Substantially all of the Company's property and equipment is collateral for
the Company's long-term debt.
 
                                     F-27
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
5. INTANGIBLE AND OTHER ASSETS
 
  Intangible and other assets consist of the following:
 
<TABLE>
<CAPTION>
                                                    DECEMBER 31,  NOVEMBER 30,
                                                        1995          1996
                                                    ------------  ------------
   <S>                                              <C>           <C>
   Intangible assets:
     Acquired facility contracts................... $ 7,549,937   $11,432,435
     Noncompete agreements.........................     455,000       375,000
     Goodwill......................................   4,202,301     5,088,960
     Other intangibles.............................     199,819       100,945
                                                    -----------   -----------
                                                     12,407,057    16,997,340
     Less accumulated amortization.................  (1,966,611)   (3,372,382)
                                                    -----------   -----------
   Total intangible assets.........................  10,440,446    13,624,958
   Other assets--noncurrent portion of commission
    advances to facilities.........................     195,032       490,000
                                                    -----------   -----------
                                                    $10,635,478   $14,114,958
                                                    ===========   ===========
</TABLE>
 
6. ACCRUED EXPENSES
 
  Accrued expenses consist of the following:
 
<TABLE>
<CAPTION>
                                                       DECEMBER 31, NOVEMBER 30,
                                                           1995         1996
                                                       ------------ ------------
   <S>                                                 <C>          <C>
   Billing and collection fees........................  $  382,965   $  420,338
   Facility commissions...............................     326,613      722,769
   Long-distance charges..............................     740,006    1,399,180
   Recurring and special bonuses......................                  521,875
   Other..............................................     253,202      225,795
                                                        ----------   ----------
                                                        $1,702,786   $3,289,957
                                                        ==========   ==========
</TABLE>
 
7. LONG-TERM DEBT
 
  Long-term debt consists of the following:
 
<TABLE>
<CAPTION>
                                                       DECEMBER 31,  NOVEMBER 30,
                                                           1995          1996
                                                       ------------  ------------
   <S>                                                 <C>           <C>
   Revolving credit facility advances................  $ 9,500,000   $12,600,000
   Subordinated promissory note payable to a related
    party, with interest at 10%, due on December 31,
    2001.............................................      800,000       800,000
   Subordinated promissory notes payable to a related
    party, with interest of 10%, payable in quarterly
    installments of $106,472 until maturity on March
    31, 2000, collateralized by a security interest
    in certain facility equipment and contracts......    1,390,000     1,244,718
   Amount payable in connection with a facility con-
    tract acquisition, due in February 1999..........                    200,000
                                                       -----------   -----------
                                                        11,690,000    14,844,718
   Current maturities of long-term debt..............     (220,592)   (1,824,907)
                                                       -----------   -----------
                                                       $11,469,408   $13,019,811
                                                       ===========   ===========
</TABLE>
 
                                      F-28
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
  The revolving credit facility is a $20,000,000 revolving credit facility
with United Missouri Bank, N.A. and NBD Bank, with interest at a floating rate
based on either prime or LIBOR options plus applicable basis points based on
the Company's applicable coverage ratios. The outstanding balance at September
30, 1996, was converted into an installment note at that date, with the
remaining balance of the revolving credit facility available until September
30, 1998. The installment note is payable in quarterly installments of
$378,000 in 1997, increasing on an annual basis thereafter through September
30, 2001. The Company pays a commitment and facility fee of 0.5% on the
average daily unused portion of the revolving credit facility. The revolving
credit facility is collateralized by substantially all assets of the Company.
 
  Scheduled principal maturities on long-term debt for the five years
subsequent to December 31, 1996, are as follows:
 
<TABLE>
     <S>                                                             <C>
     1997........................................................... $ 1,824,907
     1998...........................................................   2,374,490
     1999...........................................................   3,194,374
     2000...........................................................   3,122,947
     2001...........................................................   4,328,000
                                                                     -----------
                                                                     $14,844,718
                                                                     ===========
</TABLE>
 
  In conjunction with the sale of the Company as discussed in Note 14, all of
the outstanding debt was repaid.
 
8. INCOME TAXES
 
  The provision for income taxes for the year ended December 31, 1995, and the
eleven months ended November 30, 1996, is as follows:
 
<TABLE>
<CAPTION>
                                                                1995     1996
                                                              -------- --------
     <S>                                                      <C>      <C>
     Current taxes payable:
       Federal............................................... $553,459 $609,228
       State.................................................  116,443  119,297
     Deferred income taxes...................................   64,461  (35,524)
                                                              -------- --------
                                                              $734,363 $693,001
                                                              ======== ========
</TABLE>
 
  There was no provision for income taxes in 1994 because of the Company's
election to be treated as an S corporation during that period.
   
  The Company has provided income tax expense during the nine months ended
September 30, 1996 using the effective tax rates for each of its taxing
jurisdictions which have been allocated between current income taxes payable
and deferred income taxes based on 1996 temporary differences.     
 
  The provision for income taxes differs from statutory rates primarily as a
result of state income taxes and permanent differences. The following is a
reconciliation of income taxes reported in the statement of operations:
 
<TABLE>
<CAPTION>
                                                                1995     1996
                                                              -------- --------
     <S>                                                      <C>      <C>
     Tax at statutory rates.................................. $612,594 $613,785
     Effect of state income taxes............................   78,919  102,487
     Termination of S corporation status.....................   15,141
     Other...................................................   27,709  (23,271)
                                                              -------- --------
                                                              $734,363 $693,001
                                                              ======== ========
</TABLE>
 
                                     F-29
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
  The tax effects of temporary differences giving rise to deferred income tax
asset and liabilities were:
 
<TABLE>
<CAPTION>
                                                               ELEVEN MONTHS
                                                DECEMBER 31,       ENDED
                                                    1995     NOVEMBER 30, 1996
                                                ------------ -----------------
     <S>                                        <C>          <C>
     Deferred tax asset:
       Allowance for unbillable and
        uncollectible chargebacks..............  $ 253,893       $ 396,752
     Deferred tax liabilities:
       Depreciation and amortization...........   (313,584)       (402,892)
       Other...................................     (4,770)        (22,797)
                                                 ---------       ---------
                                                  (318,354)       (425,689)
                                                 ---------       ---------
     Net deferred income tax liability.........  $ (64,461)      $ (28,937)
                                                 =========       =========
</TABLE>
 
  This net deferred income tax liability is classified in the balance sheet as
follows:
 
<TABLE>
<CAPTION>
                                                                 ELEVEN MONTHS
                                                  DECEMBER 31,       ENDED
                                                      1995     NOVEMBER 30, 1996
                                                  ------------ -----------------
     <S>                                          <C>          <C>
     Current asset...............................  $ 253,893       $ 396,752
     Noncurrent liability........................   (318,354)       (425,689)
                                                   ---------       ---------
                                                   $ (64,461)      $ (28,937)
                                                   =========       =========
</TABLE>
 
9. STOCKHOLDERS' EQUITY
 
  STOCK SPLIT--On April 26, 1995, the Company's Board of Directors approved a
326.8-for-1 split of the Company's common stock, a change in the par value of
the stock from $1 to $.01 and a change in the number of authorized common
shares to 10,000,000 shares of common stock. All share amounts in the
financial statements have been restated for the stock split.
 
  STOCK OPTIONS--On May 1, 1994, the Board of Directors of the Company adopted
a stock option agreement for certain employees and consultants of the Company.
On the same date, the Board of Directors granted options for 233,335 shares of
common stock at $.765 per share, the then-estimated fair market value per
share of common stock of the Company which were exercisable at any time for a
period of up to ten years from the date of grant.
 
  On December 19, 1994, the Board of Directors of the Company adopted the 1995
Stock Option Plan (the "Plan") for the directors, officers and other key
employees of the Company, effective for fiscal year 1995. The maximum number
of shares that could be granted under the Plan was amended from 653,600 shares
to 446,248 shares on April 28, 1995. Under the provisions of the Plan, options
were to be granted at an exercise price per share not less than the fair
market value at the date of grant, as determined by the Compensation Committee
(the "Committee"), and were to be exercisable on the date of grant. The
Committee was also assigned responsibility for determining the term of each
option, which in no event could exceed ten years from the date of grant. A
total of 225,492 options were granted under the Plan during 1995 at a price of
$4.59 per share, the then estimated fair market value per share of common
stock of the Company.
 
                                     F-30
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
  During 1996, no additional stock options were granted to employees, and
employees exercised all remaining unexercised options prior to the sale of the
Company, as discussed in Note 14. The following is a summary of changes in
stock options during 1995 and 1996:
 
<TABLE>
<CAPTION>
                                                                     EXERCISE
                                                                     WEIGHTED
                                                        NUMBER OF  AVERAGE PRICE
                                                         SHARES      PER SHARE
                                                        ---------  -------------
     <S>                                                <C>        <C>
       Granted during 1994.............................  233,339      $ .765
                                                        --------
     Outstanding at December 31, 1994..................  233,339        .765
       Granted during 1995.............................  225,492       4.590
       Exercised during 1995........................... (173,370)       .765
                                                        --------
     Outstanding at December 31, 1995..................  285,461       3.790
       Exercised during 1996........................... (285,461)      3.790
                                                        --------
     Outstanding at November 30, 1996..................      --
                                                        ========
</TABLE>
 
  The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock option plans, and accordingly, no compensation has
been recognized since stock options granted under these plans were at exercise
prices which approximated market value at the grant date. Had the Company
implemented SFAS No. 123, the implementation would not have affected the net
income of the Company for the eleven months ending November 30, 1996, because
no options were granted during the period and because options granted prior to
1996 were fully vested. Had the Company implemented SFAS No. 123 in 1995, the
implementation would have increased the Company's compensation expense by
approximately $307,000 and the Company's pro forma net income, considering the
effect of implementing SFAS No. 123, net of tax effects, would have been
approximately $878,384.
 
  In connection with the issuance of shares of the Company's common stock for
exercised options in 1996, the Company recognized, as increases in common
stock and additional paid-in capital, the aggregate exercise prices of
$1,080,885, along with the tax benefits related to such options of $334,285.
At November 30, 1996, the Company had recorded stock subscriptions receivable
of $1,061,384 from certain employees for unpaid exercise proceeds, which were
subsequently collected by the Company in December 1996.
 
  PREFERRED STOCK--On May 1, 1995, the Company authorized the issuance of up
to 500,000 shares of preferred stock at $.01 par value. Subsequently, 244,800
shares were issued during 1995 (of which 4,800 were issued in the form of a
stock dividend), 208,000 of such shares were purchased by Kansas City Equity
Partners, L.P. The preferred stock accrues dividends at 8% for the one-year
period ending on the first anniversary of the original issue date, 10% until
the second anniversary date and 12% thereafter. The preferred stock dividend,
at the election of the Company, is payable in cash or additional shares of
preferred stock. The preferred stock is convertible any time into 244,800
shares of common stock on an after-stock-conversion basis. During 1996,
$137,708 of the cash dividends were paid on the preferred stock. During 1995,
$30,000 of dividends were paid on the preferred stock in the form of a stock
dividend, resulting in the issuance of an additional 4,800 preferred shares;
and $50,000 of cash dividends were paid on the preferred stock.
 
  In conjunction with the sale of the Company, as discussed in Note 14, all
outstanding shares of preferred stock were redeemed.
 
10. RELATED PARTY TRANSACTIONS
 
  In addition to the related party notes payable discussed in Note 7 and the
stock subscription receivables related to exercised stock options discussed in
Note 9, during 1995 and the eleven months ended November 30,
 
                                     F-31
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
1996, the Company paid an affiliate of its majority stockholders a consulting
fee of $57,005 and $37,500, respectively, and, in 1996, incurred certain legal
costs on behalf of its stockholders which are recorded as accounts receivable
from such stockholders.
 
  In 1994 and 1995, the Company shared a common office facility with Green
Street Capital, Inc. ("Green Street"), which is owned by the two principal
shareholders of the Company. Rental payments received from Green Street in
1994 and 1995 were $12,000 and $7,750, respectively. There were no similar
arrangements in 1996.
 
  In addition to the above shared facilities, the Company entered into several
other related party transactions with Green Street. A management fee of
$185,689 in 1994 and $40,000 through June 1995 was paid to Green Street for
reimbursement of services provided to the Company and is included in selling,
general and administrative expenses in the accompanying statements of income.
Subsequent to the termination of the management fee, certain salaries and
expenses of Green Street employees were billed and paid monthly by the Company
for services rendered. During 1994, an advance of $571,653 was received by the
Company, representing Company expenses paid by Green Street during the year.
The advance carried interest at 9.5% and was repaid by the Company in 1995.
 
  Other related party transactions included the Company's purchase of
telephone contracts and equipment from Pay-Tel of America, Inc., an affiliate
of certain stockholders, for $3,978,216 and $770,000 in 1994 and 1995,
respectively; and during 1995, the Company paid Phone Bell Systems, Inc., an
affiliate of certain stockholders, $18,825 for billing services and purchased
the stock of this entity for $10,000.
 
11. BENEFIT PLAN
 
  The Company sponsors a 401(k) savings plan for the benefit of eligible full-
time employees which is a qualified benefit plan in accordance with the
Employee Retirement Income Security Act ("ERISA"). The employees participating
in the plan can generally make contributions to the plan of up to 15% of their
compensation. The plan provides for discretionary matching contributions by
the Company of up to 50% of an eligible employee's contribution. No
significant contributions to this plan were made by the Company during 1994,
1995 and 1996.
 
12. OTHER COSTS
 
  NONRECURRING COSTS--During 1996, the Company incurred costs of $250,000
related to the settlement of a lawsuit related to a prior acquisition, along
with special bonuses of $434,320 paid to key management at the date of the
sale of the Company, as discussed in Note 14. These special bonuses were
payable to key management upon the closing of the sale of the Company pursuant
to a transaction bonus agreement with such employees, due and payable only
upon the closing of the sale, a portion of which was attributable to the
buyout of existing employment contracts with such employees.
 
  EXTRAORDINARY LOSS--In connection with the sale of the Company, all
outstanding long-term debt was repaid, resulting in the expensing of existing
unamortized debt issue costs of $52,353 (net of income tax benefit of
$32,573). This loss has been classified as an extraordinary loss in accordance
with the provisions of SFAS No. 4, "Reporting Gains and Losses From the Early
Extinguishment of Debt."
 
13. COMMITMENTS AND CONTINGENCIES
   
  OPERATING LEASE--The Company leases office space under an operating lease
agreement which expires on July 31, 1999. Rent expense under this and prior
operating lease agreements was $18,800, $102,484, $61,050, and $69,083 during
the fiscal years 1994, 1995, 1996, and the unaudited nine months ended
September 30, 1996,     
 
                                     F-32
<PAGE>
 
                           AMERITEL PAY PHONES, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
respectively. The total remaining future minimum lease payments for the
Company under the operating lease agreement is as follows:
 
<TABLE>
     <S>                                                                <C>
     1997.............................................................. $ 66,600
     1998..............................................................   66,600
     1999..............................................................   38,850
                                                                        --------
                                                                        $172,050
                                                                        ========
</TABLE>
 
  CONTINGENCIES--The Company is subject to various legal proceedings and
claims which arise in the ordinary course of business operations. In the
opinion of management, the amount of liability, if any, with respect to these
actions would not materially affect the financial position of the Company or
its results of operations.
 
14. SUBSEQUENT SALE OF COMPANY
 
  On December 27, 1996, Talton Holdings, Inc. acquired all of the outstanding
common stock of the Company in a purchase business combination effective
December 1, 1996. In conjunction with this transaction, all of the outstanding
debt of the Company was repaid and all of the outstanding preferred stock was
redeemed.
 
                                  * * * * * *
 
                                     F-33
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors and 
  Stockholders of Talton Telecommunications Corporation:
 
  We have audited the accompanying consolidated balance sheet of Talton
Telecommunications Corporation and subsidiary (the "Company") as November 30,
1996, and the related consolidated statements of operations, stockholders'
equity and cash flows for the eleven months then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
 
  We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
 
  In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of Talton
Telecommunications Corporation and subsidiary as of November 30, 1996, and the
results of their income and their cash flows for the eleven months then ended,
in conformity with generally accepted accounting principles.
 
Deloitte & Touche llp
Dallas, Texas
April 4, 1997
 
                                     F-34
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors and Stockholders of Talton Telecommunications
 Corporation:
 
  We have audited the accompanying consolidated balance sheet of Talton
Telecommunications Corporation and subsidiary (the "Company") as of December
31, 1995, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the two years in the period ended December
31, 1995. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 1995, and the results of their operations and their cash flows
for each of the two years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
 
Borland, Benefield, Crawford & Webster, P.C.
Birmingham, Alabama
March 4, 1996
 
                                     F-35
<PAGE>
 
              TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
                          CONSOLIDATED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                      DECEMBER 31, NOVEMBER 30,
                                                          1995         1996
                                                      ------------ ------------
<S>                                                   <C>          <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents..........................  $  401,737   $  449,904
  Accounts receivable................................   2,054,141    2,388,958
  Refundable income taxes............................     489,652
  Inventories........................................     310,628      168,395
  Prepaid expenses...................................                   55,788
  Deferred income tax asset..........................     220,653       54,400
                                                       ----------   ----------
    Total current assets.............................   3,476,811    3,117,445
PROPERTY AND EQUIPMENT...............................   3,833,426    4,119,147
INTANGIBLE AND OTHER ASSETS..........................     695,861      586,656
                                                       ----------   ----------
    TOTAL............................................  $8,006,098   $7,823,248
                                                       ==========   ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable....................................  $  936,569   $  950,576
 Accrued expenses....................................   3,148,445    3,205,027
 Income taxes payable................................                  892,000
 Current portion of debt.............................   1,848,716
                                                       ----------   ----------
    Total current liabilities........................   5,933,730    5,047,603
LONG-TERM DEBT.......................................   1,535,078
DEFERRED INCOME TAXES................................     223,869      308,605
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
  Common stock, $1.00 par value; 5,000 shares
   authorized, issued and outstanding................       5,000        5,000
  Retained earnings..................................     308,421    2,462,040
                                                       ----------   ----------
    Total stockholders' equity.......................     313,421    2,467,040
                                                       ----------   ----------
    TOTAL............................................  $8,006,098   $7,823,248
                                                       ==========   ==========
</TABLE>
 
                See notes to consolidated financial statements.
 
                                      F-36
<PAGE>
 
              TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 
<TABLE>   
<CAPTION>
                          YEARS ENDED DECEMBER 31,      ELEVEN MONTHS      NINE MONTHS
                          --------------------------        ENDED             ENDED
                              1994          1995      NOVEMBER 30, 1996 SEPTEMBER 30, 1996
                          ------------  ------------  ----------------- ------------------
                                                                           (UNAUDITED)
<S>                       <C>           <C>           <C>               <C>
OPERATING REVENUE.......  $ 12,192,640  $ 19,955,019     $24,357,473       $19,559,229
OPERATING EXPENSES:
  Telecommunication
   costs................     6,413,500     8,926,090       9,588,482         8,056,547
  Facility commissions..     2,040,281     6,097,790       7,875,455         6,460,136
  Field operations and
   maintenance..........       535,971       602,429         649,739           453,972
  Selling, general and
   administrative.......     1,642,976     2,329,970       1,639,827         1,274,638
  Depreciation..........       771,419       975,350       1,001,982           713,522
  Amortization of
   intangibles..........       796,548       380,895         122,180           100,069
                          ------------  ------------     -----------       -----------
    Total operating
     expense............    12,200,695    19,312,524      20,877,665        17,058,884
                          ------------  ------------     -----------       -----------
OPERATING INCOME
 (LOSS).................        (8,055)      642,495       3,479,808         2,500,345
OTHER (INCOME) EXPENSE:
  Interest income.......          (111)       (9,625)        (55,268)          (50,886)
  Interest expense......       181,521       341,461         169,789           167,076
  Other, net............      (134,548)     (118,095)        (12,321)          (12,320)
                          ------------  ------------     -----------       -----------
    Total other (income)
     expense............        46,862       213,741         102,200           103,870
                          ------------  ------------     -----------       -----------
INCOME (LOSS) BEFORE
 INCOME TAXES...........       (54,917)      428,754       3,377,608         2,396,475
INCOME TAXES (BENEFIT)..       (10,716)      157,339       1,223,989           858,656
                          ------------  ------------     -----------       -----------
NET INCOME (LOSS).......  $    (44,201) $    271,415     $ 2,153,619       $ 1,537,819
                          ============  ============     ===========       ===========
</TABLE>    
 
 
                See notes to consolidated financial statements.
 
                                      F-37
<PAGE>
 
              TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
<TABLE>
<CAPTION>
                                           COMMON STOCK   RETAINED
                                           -------------  EARNINGS
                                           SHARES AMOUNT (DEFICIT)     TOTAL
                                           ------ ------ ----------  ----------
<S>                                        <C>    <C>    <C>         <C>
BALANCE, JANUARY 1, 1994 (As restated--
 Note 2).................................  5,000  $5,000 $   81,207  $   86,207
  Net loss for 1994 (as restated)........                   (44,201)    (44,201)
                                           -----  ------ ----------  ----------
BALANCE, DECEMBER 31, 1994 (As restated--
 Note 2).................................  5,000   5,000     37,006      42,006
  Net income for 1995 (as restated)......                   271,415     271,415
                                           -----  ------ ----------  ----------
BALANCE, DECEMBER 31, 1995 (As restated--
 Note 2).................................  5,000   5,000    308,421     313,421
  Net income for the eleven months ended
   November 30, 1996.....................                 2,153,619   2,153,619
                                           -----  ------ ----------  ----------
BALANCE, NOVEMBER 30, 1996...............  5,000  $5,000 $2,462,040  $2,467,040
                                           =====  ====== ==========  ==========
</TABLE>
 
 
 
                See notes to consolidated financial statements.
 
                                      F-38
<PAGE>
 
              TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>   
<CAPTION>
                                                     ELEVEN MONTHS  NINE MONTHS
                         YEARS ENDED DECEMBER 31,        ENDED         ENDED
                         --------------------------  NOVEMBER 30,  SEPTEMBER 30,
                             1994          1995          1996          1996
                         ------------  ------------  ------------- -------------
                                                                    (UNAUDITED)
<S>                      <C>           <C>           <C>           <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES:
 Net income (loss)...... $    (44,201) $    271,415   $ 2,153,619   $ 1,537,819
 Adjustments to
  reconcile net income
  to net cash provided
  by operating
  activities:
  Depreciation and
   amortization.........    1,567,967     1,356,245     1,124,162       813,591
  Deferred income
   taxes................     (101,180)      354,884       250,989       126,645
 Changes in operating
  assets and
  liabilities:
  Accounts receivable...      608,077    (1,077,696)     (180,563)     (128,850)
  Inventories...........      (62,254)     (174,715)      142,233       220,925
  Prepaid expenses......       (7,217)        7,536       (55,788)      (53,779)
  Accounts payable......        9,663       302,838        14,007     1,029,179
  Accrued expenses......      157,638     1,236,118       (97,672)     (901,945)
  Income taxes payable..     (111,272)     (523,114)    1,381,652       489,652
                         ------------  ------------   -----------   -----------
    Net cash provided by
     operating
     activities.........    2,017,221     1,753,511     4,732,639     3,133,237
                         ------------  ------------   -----------   -----------
CASH FLOWS FROM
 INVESTING ACTIVITIES:
 Capital expenditures...   (1,443,911)   (2,617,816)   (1,287,703)     (437,285)
 Payments (refunds) for
  intangible and other..       72,179       260,767       (12,975)
                         ------------  ------------   -----------   -----------
    Net cash used in
     investing
     activities.........   (1,371,732)   (2,357,049)   (1,300,678)     (437,285)
                         ------------  ------------   -----------   -----------
CASH FLOWS FROM
 FINANCING ACTIVITIES:
 Proceeds from issuance
  of long-term debt.....      400,000     2,000,225
 Payments of long-term
  debt..................     (949,488)   (1,185,168)   (3,383,794)   (2,987,330)
                         ------------  ------------   -----------   -----------
    Net cash provided by
     (used in) financing
     activities.........     (549,488)      815,057    (3,383,794)   (2,987,330)
INCREASE (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS............       96,001       211,519        48,167      (291,378)
CASH AND CASH
 EQUIVALENTS, BEGINNING
 OF PERIOD..............       94,217       190,218       401,737       401,737
                         ------------  ------------   -----------   -----------
CASH AND CASH
 EQUIVALENTS,
 END OF PERIOD.......... $    190,218  $    401,737   $   449,904   $   110,359
                         ============  ============   ===========   ===========
SUPPLEMENTAL
 INFORMATION:
 Interest paid.......... $    181,521  $    338,672   $   172,578       167,076
                         ============  ============   ===========   ===========
 Income taxes paid
  (refunded)............ $    201,736  $     89,500   $  (408,652)  $       --
                         ============  ============   ===========   ===========
</TABLE>    
 
 
                See notes to consolidated financial statements.
 
                                      F-39
<PAGE>
 
             TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  BUSINESS--Talton Telecommunications Corporation (the "Company"), which was
incorporated in 1973, owns, operates and maintains telephone systems under
contracts with correctional facilities in Alabama, Mississippi, North Carolina
and South Carolina. The Company also operates and maintains public pay
telephone systems at various third-party property locations.
 
  The Company accumulates call activity from its various installations and
bills its revenues related to this call activity through major local exchange
carriers ("LECs") or through third-party billing services for smaller volume
LECs, all of which are granted credit in the normal course of business with
terms of between 30 and 60 days. The Company performs ongoing credit
evaluations of its customers and maintains allowances for unbillable and
uncollectible losses based on historical experience.
 
  PREPARATION OF FINANCIAL STATEMENTS--The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions, such as estimates of allowances
and reserves for unbillable and uncollectible chargebacks, that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
  PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiary, Talton
Telecommunications of Carolina, Inc. All significant intercompany balances and
transactions are eliminated in consolidation.
 
  CASH AND CASH EQUIVALENTS--For purposes of the statement of cash flows, cash
and cash equivalents include cash on hand and cash investments with a
remaining maturity at the date of purchase of three months or less.
 
  ACCOUNTS RECEIVABLE--Trade accounts receivable represent amounts billed for
calls placed through the Company's telephone systems to the various LECs or
third-party billing services, net of an allowance for unbillable and
uncollectible calls, based on historical experience, for estimated chargebacks
to be made by the LECs.
 
  INVENTORIES--Inventories are stated at the lower of cost, as determined
using the first-in, first-out ("FIFO") method of valuation or market.
Inventory is primarily composed of equipment available for installation on new
contracts and supplies and parts for the telephone systems serviced by the
Company.
 
  PROPERTY AND EQUIPMENT--Property and equipment are stated at cost.
Depreciation and amortization is provided on a straight-line basis over the
estimated useful lives of the related assets. The following is a summary of
useful lives for major categories of property and equipment:
 
<TABLE>
<CAPTION>
              ASSET                                               USEFUL LIFE
              -----                                              --------------
     <S>                                                         <C>
     Leasehold improvements..................................... 15 to 39 years
     Telephone system equipment................................. 5 to 6 years
     Vehicles................................................... 5 years
     Office equipment........................................... 5 to 7 years
</TABLE>
 
  Maintenance and repairs are expensed when incurred and major repairs which
extend an asset's useful life are capitalized. When items are retired or
disposed of, the related carrying value and accumulated depreciation are
removed from the respective accounts, and the net difference less any amount
realized from the disposition is reflected in earnings.
 
                                     F-40
<PAGE>
 
             TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
  INTANGIBLE AND OTHER ASSETS--Intangible and other assets include amounts
allocated to acquired facility contracts, noncompete agreements, goodwill and
other intangible assets, which are stated at cost. Amortization of intangible
assets is provided on a straight-line basis over the estimated useful lives of
the related assets. The following is a summary of useful lives for major
categories of intangible assets:
 
<TABLE>
<CAPTION>
         INTANGIBLE ASSET                                         USEFUL LIFE
         ----------------                                        --------------
     <S>                                                         <C>
     Acquired facility contracts................................ Contract term
     Noncompete agreements...................................... Agreement term
     Goodwill................................................... 15 years
</TABLE>
 
  Acquired facility contracts consist primarily of costs allocated to
locations acquired in acquisitions of facility contract rights from other
service providers, along with other incremental direct costs paid to obtain
the facility contracts.
 
  The Company periodically assesses the net realizable value of its intangible
assets, as well as all other assets, by comparing the expected future net
operating cash flows, undiscounted and without interest charges, to the
carrying amount of the underlying assets. The Company would evaluate a
potential impairment if the recorded value of these assets exceeded the
associated future net operating cash flows. Any potential impairment loss
would be measured as the amount by which the carrying value exceeds the fair
value of the asset. Fair value of assets would be measured by market value, if
an active market exists, or by a forecast of expected future net operating
cash flows, discounted at a rate commensurate with the risk involved.
 
  INCOME TAXES--The Company accounts for income taxes using the liability
method in accordance with the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." Under this method,
deferred tax assets and liabilities are provided for temporary differences
between the financial statement and tax bases of the assets and liabilities
using current tax rates.
 
  REVENUE RECOGNITION--Revenues are recognized during the period the calls are
made. In addition, during the same period, the Company accrues the related
telecommunication costs for validating, transmitting, billing and collection,
and line and long distance charges, along with commissions payable to the
facilities and allowances for unbillable and uncollectible calls, based on
historical experience.
 
  FACILITY COMMISSIONS--Under the terms of the Company's telephone system
contracts with correctional facilities, the Company pays commissions to these
facilities generally based on call volume revenues which are accrued during
the period the revenues are generated.
 
  FINANCIAL INSTRUMENTS--The Company's financial instruments under SFAS No.
107, "Disclosures About Fair Value of Financial Instruments," include cash and
cash equivalents, accounts receivable, accounts payable and long-term debt.
The Company believes that the carrying amounts of cash and cash equivalents,
accounts receivable, accounts payable and long-term debt are a reasonable
estimate of their fair value because of the short-term maturities of such
instruments or, in the case of long-term debt, because of the floating
interest rates on such long-term debt.
 
  RECLASSIFICATIONS--Certain reclassifications have been made to the 1994 and
1995 financial statements to conform to the presentation used in the 1996
financial statements.
   
  UNAUDITED INTERIM FINANCIAL STATEMENTS--The Company's statements of income
and cash flows for the nine months ended September 30, 1996, have been
prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal, recurring adjustments) necessary to
present fairly the results of operations and cash flows of the Company for the
nine months ended September 30, 1996, have been     
 
                                     F-41
<PAGE>
 
             TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
made. The results of operations for the interim period are not necessarily
indicative of the results to be expected for the full year.
 
2. PRIOR-PERIOD ADJUSTMENTS
 
  The Company has restated its previously issued consolidated financial
statements for the years ended December 31, 1994 and 1995, to correct for
certain errors principally related to the timing of when certain recurring
costs are recognized in the consolidated financial statements. These
corrections relate primarily to the capitalization of certain direct costs of
facility contract installations previously expensed, the recording of
allowances and reserves for unbillable and uncollectible chargebacks, the
recording of excise taxes and the recording of deferred income taxes, and
reduced previously reported retained earnings as of January 1, 1994, by
$396,209. The following table summarizes the impact of these corrections on
previously reported results of operations and retained earnings during 1994
and 1995:
 
<TABLE>
<CAPTION>
                                                     YEARS ENDED DECEMBER 31,
                                                     ------------------------
                                                         1994         1995
                                                     ------------  ------------
     <S>                                             <C>           <C>
     Income (loss) before income taxes:
       As previously reported....................... $   (190,808) $   (24,716)
       As restated..................................      (54,917)     428,754
     Net income (loss):
       As previously reported.......................     (328,286)     154,670
       As restated..................................      (44,201)     271,415
     Retained earnings:
       As previously reported.......................      149,130      303,800
       As restated..................................       37,006      308,421
</TABLE>
 
3. ACCOUNTS RECEIVABLE
 
  Accounts receivable consists of the following:
 
<TABLE>
<CAPTION>
                                                      DECEMBER 31, NOVEMBER 30,
                                                          1995         1996
                                                      ------------ ------------
     <S>                                              <C>          <C>
     Trade accounts receivable......................   $2,159,660   $2,390,864
     Amounts due from shareholders..................          --       154,894
     Other..........................................       54,481        3,200
                                                       ----------   ----------
                                                        2,214,141    2,548,958
     Less allowance for unbillable and uncollectible
      chargebacks...................................     (160,000)    (160,000)
                                                       ----------   ----------
                                                       $2,054,141   $2,388,958
                                                       ==========   ==========
</TABLE>
 
4. PROPERTY AND EQUIPMENT
 
  Property and equipment consists of the following:
 
<TABLE>
<CAPTION>
                                                    DECEMBER 31,  NOVEMBER 30,
                                                        1995          1996
                                                    ------------  ------------
     <S>                                            <C>           <C>
     Leasehold improvements........................ $   430,346   $   449,116
     Telephone system equipment....................   6,301,141     7,425,582
     Vehicles......................................     227,370       246,611
     Office equipment..............................     194,942       319,167
                                                    -----------   -----------
                                                      7,153,799     8,440,476
     Less accumulated depreciation and
      amortization.................................  (3,320,373)   (4,321,329)
                                                    -----------   -----------
                                                    $ 3,833,426   $ 4,119,147
                                                    ===========   ===========
</TABLE>
 
 
                                     F-42
<PAGE>
 
             TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
5. INTANGIBLE AND OTHER ASSETS
 
  Intangible and other assets consist of the following:
 
<TABLE>
<CAPTION>
                                                     DECEMBER 31,  NOVEMBER 30,
                                                         1995          1996
                                                     ------------  ------------
     <S>                                             <C>           <C>
     Acquired facility contracts.................... $ 1,562,906   $ 1,562,906
     Noncompete agreement...........................     250,000       250,000
     Goodwill.......................................     455,704       455,704
     Other..........................................      53,400        66,375
                                                     -----------   -----------
                                                       2,322,010     2,334,985
     Less accumulated amortization..................  (1,626,149)   (1,748,329)
                                                     -----------   -----------
                                                     $   695,861   $   586,656
                                                     ===========   ===========
</TABLE>
 
6. ACCRUED EXPENSES
 
  Accrued expenses consist of the following:
 
<TABLE>
<CAPTION>
                                                       DECEMBER 31, NOVEMBER 30,
                                                           1995         1996
                                                       ------------ ------------
     <S>                                               <C>          <C>
     Facility commissions.............................  $1,293,030   $1,317,000
     Uncollectible call chargebacks...................     840,000      840,000
     Sales and excise taxes...........................     530,161      702,838
     Payroll and benefits.............................     161,000      145,295
     Other............................................     324,254      199,894
                                                        ----------   ----------
                                                        $3,148,445   $3,205,027
                                                        ==========   ==========
</TABLE>
 
  The accrual for uncollectible call chargebacks represents a reserve for
amounts collected from the various LECs or third-party billing services which
are expected to be charged back to the Company in future periods.
 
7. LONG-TERM DEBT
 
  The following table summarizes the Company's long-term debt at December 31,
1995. Since all of the outstanding debt was repaid by the Company during 1996,
there are no outstanding balances at November 30, 1996:
 
<TABLE>
   <S>                                                           <C>
   Notes payable, with interest of 8.5%, payable in monthly
    installments of $110,000 until maturity in June 1997,
    collateralized by equipment and personally guaranteed by the
    majority stockholder........................................ $ 1,980,545
   Note payable, with interest of 9.75%, payable in monthly
    installments of $50,000 until maturity in December 1997,
    collateralized by accounts receivable and certain equipment
    and personally guaranteed by the majority stockholder.......   1,112,226
   Note payable, with interest of 8.5%, payable in monthly
    installments of $12,660 until maturity in January 1998,
    collateralized by equipment and personally guaranteed by the
    majority stockholder........................................     291,023
                                                                 -----------
                                                                   3,383,794
   Current maturities of long-term debt.........................  (1,848,716)
                                                                 -----------
                                                                 $ 1,535,078
                                                                 ===========
</TABLE>
 
 
                                     F-43
<PAGE>
 
             TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  The Company has a $750,000 line of credit arrangement with The Peoples Bank
and Trust Company. The line had no outstanding balance at either December 31,
1995, or November 30, 1996. The line of credit bears interest at the prime
rate, and is personally guaranteed by the majority stockholder.
 
8. INCOME TAXES
 
  The provision for income taxes (benefit) for the years ended December 31,
1994 and 1995, and the eleven months ended November 30, 1996, are as follows:
 
<TABLE>
<CAPTION>
                                                 1994       1995        1996
                                               ---------  ---------  ----------
     <S>                                       <C>        <C>        <C>
     Current taxes payable (refundable):
       Federal................................ $  82,306  $(181,387) $  901,000
       State..................................     8,158    (16,158)     72,000
     Deferred income taxes....................  (101,180)   354,884     250,989
                                               ---------  ---------  ----------
                                               $ (10,716) $ 157,339  $1,223,989
                                               =========  =========  ==========
</TABLE>
   
  The Company has provided income tax expense during the nine months ended
September 30, 1996 using the effective tax rates for each of its taxing
jurisdictions which have been allocated between current income taxes payable
and deferred income taxes based on 1996 anticipated temporary differences.
    
  The provision for income taxes (benefit) differs from statutory rates
primarily as a result of state income taxes and permanent differences. The
following is a reconciliation of income taxes reported in the statement of
operations:
 
<TABLE>
<CAPTION>
                                         DECEMBER 31, DECEMBER 31, NOVEMBER 30,
                                             1994         1995         1996
                                         ------------ ------------ ------------
     <S>                                 <C>          <C>          <C>
     Tax at statutory rates.............   $(18,672)    $145,776    $1,148,387
     Effect of state income taxes.......     (1,593)      12,434        97,951
     Tax penalties and other............      9,549         (871)      (22,349)
                                           --------     --------    ----------
                                           $(10,716)    $157,339    $1,223,989
                                           ========     ========    ==========
</TABLE>
 
  The tax effects of temporary differences giving rise to deferred income tax
asset and liabilities were:
 
<TABLE>
<CAPTION>
                                                     DECEMBER 31, NOVEMBER 30,
                                                         1995         1996
                                                     ------------ ------------
     <S>                                             <C>          <C>
     Deferred income tax asset:
       Allowance for unbillable and uncollectible
        revenues....................................  $  54,400    $  54,400
       Reserves.....................................    146,201          --
       Other........................................     20,052          --
                                                      ---------    ---------
                                                        220,653       54,400
     Deferred income tax liabilities:
       Depreciation and amortization................   (222,821)    (307,557)
       Other........................................     (1,048)      (1,048)
                                                      ---------    ---------
                                                       (223,869)    (308,605)
                                                      ---------    ---------
     Net deferred income tax liability..............  $  (3,216)   $(254,205)
                                                      =========    =========
</TABLE>
 
                                     F-44
<PAGE>
 
             TALTON TELECOMMUNICATIONS CORPORATION AND SUBSIDIARY
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
  This net deferred income tax liability is classified in the consolidated
balance sheet as follows:
 
<TABLE>
<CAPTION>
                                                       DECEMBER 31, NOVEMBER 30,
                                                           1995         1996
                                                       ------------ ------------
     <S>                                               <C>          <C>
     Current asset....................................  $ 220,653    $  54,400
     Noncurrent liability.............................   (223,869)    (308,605)
                                                        ---------    ---------
                                                        $  (3,216)   $(254,205)
                                                        =========    =========
</TABLE>
 
9. BENEFIT PLAN
   
  The Company sponsors a 401(k) savings plan for the benefit of eligible full-
time employees which is a qualified benefit plan in accordance with the
Employee Retirement Income Security Act ("ERISA"). The employees participating
in the plan can generally make contributions to the plan of between 5% and 10%
of their compensation. The plan provides for discretionary matching
contributions by the Company of up to 50% of an eligible employee's
contribution. Total plan expense was $19,029, $29,489 and $32,820 for the
years ended December 31, 1994 and 1995, and for the eleven months ended
November 30, 1996. There was no plan expense during the unaudited nine months
ended September 30, 1996.     
 
10. COMMITMENTS AND CONTINGENCIES
 
  The Company leases certain property and equipment used in its operations
under operating lease agreements. Such leases, which are primarily for office
furniture, office space and vehicles, have lease terms ranging from one to
four years.
 
  Future minimum lease payments for years ending December 31 under
noncancelable operating leases are summarized below:
 
<TABLE>
     <S>                                                               <C>
     1996 (one month)................................................. $ 10,848
     1997.............................................................   63,209
     1998.............................................................   30,187
     1999.............................................................      960
     2000.............................................................      720
                                                                       --------
     Total minimum future rental payments............................. $105,924
                                                                       ========
</TABLE>
   
  Rent expense in connection with these leases totaled $152,815, $159,951 and
$107,158 for the years ended December 31, 1994 and 1995, and for the period
ended November 30, 1996, respectively, and $71,925 for the unaudited nine
months ended September 30, 1996.     
 
11. RELATED PARTY TRANSACTIONS
 
  The Company's majority stockholder and president has personally guaranteed
three of the Company's operating leases, which have expiration dates ranging
from March 1997 to September 1998. Total payments under the guaranteed leases
for the year ended December 31, 1995, and for the eleven months ended
November 30, 1996, totaled $75,282 and $79,239, respectively.
 
  During 1996, the Company's stockholders incurred $154,894 of legal expenses
which were paid by the Company and are recorded as amounts due from
stockholders in accounts receivable at November 30, 1996, pending
reimbursement from such stockholders.
 
12. SUBSEQUENT SALE OF COMPANY
 
  On December 27, 1996, Talton Holdings, Inc. acquired all of the outstanding
common stock of the Company in a purchase business combination effective
December 1, 1996.
 
                                  * * * * * *
 
                                     F-45
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors and Stockholders of Security Telecom Corporation:
 
  We have audited the accompanying consolidated balance sheet of Security
Telecom Corporation and subsidiary (the "Company") as of June 30, 1997, and
the related consolidated statements of operations, stockholders' equity and
cash flows for the six-month period ended June 30, 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
 
  We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
 
  In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of Security Telecom
Corporation and subsidiary as of June 30, 1997, and the results of their
operations and their cash flows for the six-month period then ended, in
conformity with generally accepted accounting principles.
 
DELOITTE & TOUCHE LLP
Dallas, Texas
October 10, 1997
 
                                     F-46
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
To the Board of Directors of
 Security Telecom Corporation
 
  We have audited the accompanying consolidated balance sheets of Security
Telecom Corporation and subsidiary (the "Company") as of December 31, 1995 and
1996, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1996. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Security Telecom Corporation and subsidiary as of December 31, 1995 and
1996, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.
 
Davis, Clark and Company, P.C.
Dallas, Texas
May 23, 1997
 
                                     F-47
<PAGE>
 
                          SECURITY TELECOM CORPORATION
 
                          CONSOLIDATED BALANCE SHEETS
 
 
<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                               ---------------------
                                                                      JUNE 30,
                                                  1995       1996       1997
                                               ---------- ---------- ----------
<S>                                            <C>        <C>        <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents................... $   11,601 $   15,391 $   14,381
  Accounts receivable.........................    257,847    788,070  1,072,263
  Prepaid expenses............................     27,191     69,817    104,590
                                               ---------- ---------- ----------
    Total current assets......................    296,639    873,278  1,191,234
PROPERTY AND EQUIPMENT........................  3,275,040  4,213,412  5,017,469
OTHER ASSETS..................................     79,192     44,473    588,863
                                               ---------- ---------- ----------
    TOTAL..................................... $3,650,871 $5,131,163 $6,797,566
                                               ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable............................ $1,139,488 $1,633,773 $2,572,702
  Accrued expenses............................    383,387    523,517    690,439
  Current portion of long-term debt...........    963,069  1,692,647  2,615,419
                                               ---------- ---------- ----------
    Total current liabilities.................  2,485,944  3,849,937  5,878,560
LONG-TERM DEBT................................    567,538    758,513    560,782
DEFERRED INCOME TAXES.........................     87,125    106,915    113,396
MINORITY INTEREST.............................    156,546    175,352    163,818
STOCKHOLDERS' EQUITY:
  Common stock, no par value; 1,000 shares
   authorized, 105 and 70 shares,
   respectively, issued and outstanding.......      2,857      1,905      1,905
  Retained earnings...........................    350,861    238,541     79,105
                                               ---------- ---------- ----------
    Total stockholders' equity................    353,718    240,446     81,010
                                               ---------- ---------- ----------
    TOTAL..................................... $3,650,871 $5,131,163 $6,797,566
                                               ========== ========== ==========
</TABLE>
 
 
                See notes to consolidated financial statements.
 
                                      F-48
<PAGE>
 
                          SECURITY TELECOM CORPORATION
 
                       CONSOLIDATED STATEMENTS OF INCOME
 
 
<TABLE>   
<CAPTION>
                                                                NINE MONTHS    SIX MONTHS
                                                                   ENDED         ENDED
                              YEARS ENDED DECEMBER 31,         SEPTEMBER 30,    JUNE 30,
                         ------------------------------------  -------------  ------------
                            1994        1995         1996          1996           1997
                         ----------  -----------  -----------  -------------  ------------
                                                                (UNAUDITED)
<S>                      <C>         <C>          <C>          <C>            <C>        
OPERATING REVENUE....... $8,091,728  $11,892,919  $15,281,621  $ 10,912,589   $ 10,576,209
OPERATING EXPENSES:
  Telecommunication
   costs................  4,176,907    6,134,823    8,265,116     5,940,196      5,527,903
  Facility commissions..  1,814,997    2,590,813    3,246,247     2,413,334      2,690,984
  Field operations and
   maintenance..........    483,012      632,178    1,055,506       989,721        805,400
  Selling, general and
   administrative.......    866,762    1,201,567    1,373,701     1,182,556        985,536
  Depreciation and
   amortization.........    255,324      442,952      868,265       581,937        513,695
                         ----------  -----------  -----------  ------------   ------------
    Total operating
     expense............  7,597,002   11,002,333   14,808,835    11,107,744     10,523,518
                         ----------  -----------  -----------  ------------   ------------
OPERATING INCOME
 (LOSS).................    494,726      890,586      472,786      (195,155)        52,691
OTHER (INCOME) EXPENSE:
  Interest income.......    (29,040)     (24,204)     (13,643)      (7,161)
  Interest expense......    252,904      314,110      460,880       273,626        281,980
  Minority interest.....    117,478       19,724       18,806       (12,606)       (11,534)
  Other, net............    (21,667)      20,544      (84,970)       (2,207)       (64,800)
                         ----------  -----------  -----------  ------------   ------------
    Total other (income)
     expense............    319,675      330,174      381,073       251,652        205,646
                         ----------  -----------  -----------  ------------   ------------
INCOME (LOSS) BEFORE
 INCOME TAXES...........    175,051      560,412       91,713      (446,807)      (152,955)
INCOME TAXES............     66,730       13,548       21,609         3,371          6,481
                         ----------  -----------  -----------  ------------   ------------
NET INCOME (LOSS)....... $  108,321  $   546,864  $    70,104  $   (450,178)  $   (159,436)
                         ==========  ===========  ===========  ============   ============
</TABLE>    
 
 
                See notes to consolidated financial statements.
 
                                      F-49
<PAGE>
 
                          SECURITY TELECOM CORPORATION
 
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
 
<TABLE>
<CAPTION>
                                           COMMON STOCK   RETAINED
                                           -------------  EARNINGS
                                           SHARES AMOUNT  (DEFICIT)    TOTAL
                                           ------ ------  ---------  ---------
<S>                                        <C>    <C>     <C>        <C>
BALANCE, JANUARY 1, 1994..................  105   $2,857  $(304,324) $(301,467)
  Net income..............................                  108,321    108,321
                                            ---   ------  ---------  ---------
BALANCE, DECEMBER 31, 1994................  105    2,857   (196,003)  (193,146)
  Net income..............................                  546,864    546,864
                                            ---   ------  ---------  ---------
BALANCE, DECEMBER 31, 1995................  105    2,857    350,861    353,718
  Net income..............................                   70,104     70,104
  Purchase and retirement of treasury
   stock..................................  (35)    (952)  (117,359)  (118,311)
  Dividends...............................                  (65,065)   (65,065)
                                            ---   ------  ---------  ---------
BALANCE, DECEMBER 31, 1996................   70    1,905    238,541    240,446
  Net loss for the six months ended June
   30, 1997...............................                 (159,436)  (159,436)
                                            ---   ------  ---------  ---------
BALANCE, JUNE 30, 1997....................   70   $1,905  $  79,105  $  81,010
                                            ===   ======  =========  =========
</TABLE>
 
 
                See notes to consolidated financial statements.
 
                                      F-50
<PAGE>
 
                          SECURITY TELECOM CORPORATION
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>   
<CAPTION>
                                                                 NINE MONTHS   SIX MONTHS
                                                                    ENDED      ENDED JUNE
                              YEARS ENDED DECEMBER 31,          SEPTEMBER 30,      30,
                         -------------------------------------  ------------- --------------
                            1994         1995         1996          1996        1997
                         -----------  -----------  -----------  ------------- ---------
                                                                 (UNAUDITED)
<S>                      <C>          <C>          <C>          <C>           <C>        <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES:
 Net (loss) income.....  $   108,321  $   546,864  $    70,104   $ (450,178)  $(159,436)
 Adjustments to
  reconcile net income
  to net cash provided
  by operating
  activities:
  Depreciation and
   amortization........      255,324      442,952      868,265      581,937     513,695
  Minority interest....      117,478       19,724       18,806       27,519     (11,534)
  Deferred income
   taxes...............       78,472       13,548       19,790        3,371       6,481
 Changes in operating
  assets and
  liabilities:
  Accounts receivable..     (283,405)    (319,099)  (1,096,079)    (228,575)   (699,870)
  Prepaid expenses.....                   (27,191)     (42,626)     (32,751)    (34,773)
  Accounts payable.....      275,536      419,939      494,285      111,333     915,037
  Accrued expenses.....       97,332      137,486      140,130      127,642     166,922
  Other assets.........      (18,251)       4,160       34,719       26,429     (44,731)
                         -----------  -----------  -----------   ----------   ---------
   Net cash provided by
    (used in) operating
    activities.........      630,807    1,238,383      507,394      166,727     651,791
                         -----------  -----------  -----------   ----------   ---------
CASH FLOWS FROM
 INVESTING ACTIVITIES:
 Purchase of property
  and equipment........   (1,522,914)  (1,085,286)  (1,687,649)    (959,320)   (749,791)
 Cash outflows for
  acquisitions.........                                                        (237,111)
 Increase in
  investments..........      (21,154)
                         -----------  -----------  -----------   ----------   ---------
   Net cash used in
    investing
    activities.........   (1,544,068)  (1,085,286)  (1,687,649)    (959,320)   (986,902)
                         -----------  -----------  -----------   ----------   ---------
CASH FLOWS FROM
 FINANCING ACTIVITIES:
 Dividends paid........                                (43,376)
 Net proceeds from
  advances on accounts
  receivable...........      201,789      294,273      565,856      215,179     415,677
 Proceeds from issuance
  of long-term debt....    1,065,723      158,763    1,006,955    1,143,495     825,487
 Payments of long-term
  debt.................     (317,823)    (634,769)    (345,390)    (557,325)   (907,063)
                         -----------  -----------  -----------   ----------   ---------
   Net cash provided by
    (used in) financing
    activities.........      949,689     (181,733)   1,184,045      801,349     334,101
                         -----------  -----------  -----------   ----------   ---------
INCREASE (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS...........       36,428      (28,636)       3,790        8,756      (1,010)
CASH AND CASH
 EQUIVALENTS, BEGINNING
 OF PERIOD.............        3,809       40,237       11,601       11,601      15,391
                         -----------  -----------  -----------   ----------   ---------
CASH AND CASH
 EQUIVALENTS, END OF
 PERIOD................  $    40,237  $    11,601  $    15,391   $   20,357   $  14,381
                         ===========  ===========  ===========   ==========   =========
SUPPLEMENTAL
 INFORMATION:
 Interest paid.........  $   214,090  $   295,204  $   429,365   $   87,839   $ 313,495
                         ===========  ===========  ===========   ==========   =========
SUPPLEMENTAL DISCLOSURE
 OF NONCASH
 TRANSACTIONS:
 Purchase of fixed
  assets through the
  issuance of long-term
  debt.................  $   194,999  $   385,829  $   118,988   $  140,596   $ 400,508
                         ===========  ===========  ===========   ==========   =========
 Purchase of treasury
  stock through the
  issuance of long-term
  debt.................  $       --   $       --   $   118,311   $      --    $     --
                         ===========  ===========  ===========   ==========   =========
 Dividends paid through
  the issuance of long-
  term debt............  $       --   $       --   $    21,689   $      --    $     --
                         ===========  ===========  ===========   ==========   =========
 Amounts payable for
  acquisitions.........  $       --   $       --   $       --    $      --    $ 430,000
                         ===========  ===========  ===========   ==========   =========
</TABLE>    
 
                See notes to consolidated financial statements.
 
                                      F-51
<PAGE>
 
                         SECURITY TELECOM CORPORATION
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  BUSINESS--Security Telecom Corporation (the "Company" or "STC"), which was
incorporated on November 1, 1990, owns, operates and maintains telephone
systems under contracts with correctional facilities.
 
  The Company accumulates call activity from its various installations and
bills its revenues related to this call activity through third-party billing
services to local exchange carriers ("LECs"), all of which are granted credit
in the normal course of business with terms of between 30 and 60 days. The
Company performs ongoing credit evaluations of its customers and maintains
allowances for unbillable and uncollectible losses based on historical
experience.
 
  In fulfilling its responsibility for the preparation of the Company's
financial statements and disclosures, Company management selects generally
accepted accounting principles and adopts methods for their application. The
application of accounting principles requires the estimating, matching and
timing of revenue and costs in the determination of income or loss. It is also
necessary for management to determine, measure and allocate Company resources
and obligations within the financial process according to those principles.
 
  PRINCIPLES OF CONSOLIDATION--The financial statements include accounts of
the Company and its 25% owned subsidiary, Law Enforcement Technologies, Inc.
("LETI"). The Company consolidates LETI because of its ability to control the
operations of LETI pursuant to an exclusive marketing agreement with LETI
whereby STC is the primary customer of LETI. All material intercompany
transactions and balances have been eliminated in consolidation. In May 1997,
one of the Company's affiliates acquired the remaining outstanding Common
Stock of LETI.
 
  CASH AND CASH EQUIVALENTS--For purposes of the statement of cash flows, cash
and cash equivalents include cash on hand and cash investments with a
remaining maturity at the date of purchase of three months or less.
 
  ACCOUNTS RECEIVABLE--Trade accounts receivable represents amounts billed for
calls placed through the Company's telephone systems to the third-party
billing services, net of advance payments received, and an allowance for
unbillable and uncollectible calls based on historical experience for
estimated chargebacks to be made by the LECs. Under account advance agreements
with third-party billing services, advance payments equal to a percentage of
the outstanding billed receivables are remitted to the Company when calls are
submitted to the third-party billing service and the Company grants a lien to
the third-party billing service on the related accounts receivable for the
advance. The remainder of the billed receivable is paid to the Company, net of
the advance amount, after the third-party billing service has collected the
receivables from the respective LECs. Interest is charged on the advance
payment at varying rates.
 
  PROPERTY AND EQUIPMENT--Property and equipment are stated at cost.
Depreciation and amortization is provided on a straight-line basis over the
estimated lives of the related assets, or in the case of capital lease assets,
over the life of the leases. The following is a summary of useful lives for
major categories of property and equipment.
 
<TABLE>
<CAPTION>
          ASSET                                                     USEFUL LIFE
          -----                                                    -------------
     <S>                                                           <C>
     Leasehold improvements....................................... 2 to 10 years
     Telephone system equipment................................... 5 to 10 years
     Office equipment............................................. 5 to 7 years
</TABLE>
 
 
                                     F-52
<PAGE>
 
                         SECURITY TELECOM CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
  Maintenance and repairs are expensed when incurred and major repairs which
extend an asset's useful life are capitalized. When items are retired or
disposed of, the related carrying value and accumulated depreciation are
removed from the respective accounts, and the net differences less any amount
realized from the disposition is reflected in earnings.
   
  The Company capitalizes internally developed software by its LETI subsidiary
based on the guidelines of Statement of Financial Accounting Standards
("SFAS") No. 86. Accordingly, cost incurred after technological feasibility
has been established for a product are capitalized. Costs capitalized in 1994,
1995 and 1996 were $30,870, $103,863 and $119,826, respectively, and cost
capitalized during the nine month period ended September 30, 1996 and the six
month period ended June 30, 1997 were $29,957 and $53,146, respectively. These
costs are being amortized over 60 months. Amortization expense was $3,087,
$16,560 and $38,930 in 1994, 1995 and 1996, respectively. Amortization expense
for the nine month period ended September 30, 1996 and the six month period
ended June 30, 1997 were $29,197 and $25,456, respectively.     
 
  INCOME TAXES--The Company has elected to be treated as an S corporation
under certain provisions of the Internal Revenue Code and the Company's
subsidiary, LETI, is a C corporation. Accordingly, the statements of income
included a provision for federal income taxes only on the operations of LETI
since the taxable income of the Company is included in the shareholders'
individual income tax returns.
 
  The Company's LETI subsidiary accounts for income taxes using the liability
method in accordance with the provisions of SFAS No. 109, "Accounting for
Income Taxes." Under this method, deferred tax assets and liabilities are
provided for temporary differences between the financial statement and tax
bases of the assets and liabilities using current tax rates.
 
  REVENUE RECOGNITION--Revenues are recognized during the period the calls are
made. In addition, during the same period, the Company accrues the related
telecommunication costs for validating, transmitting, billing and collection,
and line and long distance charges, along with commissions payable to the
facilities and allowance for unbillable and uncollectible calls, based on
historical experience.
 
  FACILITY COMMISSIONS--Under the terms of the Company's telephone system
contracts with corrections facilities, the Company pays commissions to these
facilities generally based on call volume revenues which are accrued during
the period the revenues are generated.
 
  FINANCIAL INSTRUMENTS--The Company's financial instruments under SFAS No.
107, "Disclosures About Fair Value of Financial Instruments," includes cash
and cash equivalents, accounts receivable, accounts payable and long-term
debt. The Company believes that the carrying amounts of cash and cash
equivalents, accounts receivable, accounts payable and long-term debt are a
reasonable estimate of their fair value because of the short-term maturities
of such instruments or, in the case of long-term debt due after one year,
because the Company believes that the current interest rates on these notes
approximates the rates which could be currently negotiated with such lenders.
 
  RECLASSIFICATIONS--Certain reclassifications have been made to the 1994 and
1995 financial statements to conform to the presentation used in the 1996
financial statements.
   
  UNAUDITED INTERIM FINANCIAL STATEMENTS--The Company's statement of income
and cash flows for the nine months ended September 30, 1996 have been prepared
by the Company without audit. In the opinion of management, all adjustments
(which include only normal, recurring adjustments) necessary to present fairly
the results of operations and cash flows of the Company for the nine months
ended September 30, 1996 have been made. The financial position and the
results of operations for the interim period are not necessarily indicative of
the results to be expected for the full years.     
 
                                     F-53
<PAGE>
 
                         SECURITY TELECOM CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
2. RELATED PARTIES
   
  The Company purchases software and enters into other related transactions
with the Company's subsidiary, LETI, which are eliminated in consolidation.
The Company has also entered into financing arrangements with its shareholders
which are discussed in Note 6. At December 31, 1995 and 1996, and September
30, 1996 and the six month period ended June 30, 1997, the outstanding
balances of these related party notes payable were $534,848, $655,451,
$515,451 and $1,384,243, respectively. Interest paid or accrued to these
related parties pursuant to these financing arrangements was $46,704 in 1994,
$43,007 in 1995, $55,576 in 1996, $41,701 in the nine months ended September
30, 1996 and $7,790 in the six month period ended June 30, 1997.     
 
3. ACCOUNTS RECEIVABLE
 
  Accounts receivable consists of the following:
 
<TABLE>   
<CAPTION>
                                             DECEMBER 31,
                                        ------------------------   JUNE 30,
                                           1995         1996         1997
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
Trade accounts receivable.............. $ 1,530,663  $ 2,686,172  $ 3,287,247
Employee receivables...................      21,153       42,274        7,553
Other..................................                                73,632
                                        -----------  -----------  -----------
                                          1,551,816    2,728,446    3,368,432
Less advances on receivables...........  (1,159,969)  (1,725,825)  (1,950,705)
Less allowance for unbillable and
 uncollectible chargebacks.............    (134,000)    (214,551)    (345,464)
                                        -----------  -----------  -----------
                                        $   257,847  $   788,070  $ 1,072,263
                                        ===========  ===========  ===========
 
4. PROPERTY AND EQUIPMENT
 
  Property and equipment consists of the following:
 
<CAPTION>
                                             DECEMBER 31,
                                        ------------------------   JUNE 30,
                                           1995         1996         1997
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
Leasehold improvements................. $     2,000  $     2,900  $    50,194
Telephone systems equipment............   3,789,729    5,429,727    6,567,000
Furniture and fixtures.................     292,005      449,175      542,676
                                        -----------  -----------  -----------
                                          4,083,734    5,881,802    7,159,870
Less accumulated depreciation and
 amortization..........................    (808,694)  (1,668,390)  (2,142,401)
                                        -----------  -----------  -----------
                                        $ 3,275,040  $ 4,213,412  $ 5,017,469
                                        ===========  ===========  ===========
 
5. ACCRUED EXPENSES
 
  Accrued expenses consist of the following:
 
<CAPTION>
                                             DECEMBER 31,
                                        ------------------------   JUNE 30,
                                           1995         1996         1997
                                        -----------  -----------  -----------
<S>                                     <C>          <C>          <C>
Billing and collection fees............ $    89,410  $    66,240  $    64,506
Facility commissions...................     227,730      323,889      527,870
Other..................................      66,247      133,388       98,063
                                        -----------  -----------  -----------
                                        $   383,387  $   523,517  $   690,439
                                        ===========  ===========  ===========
</TABLE>    
 
                                     F-54
<PAGE>
 
                         SECURITY TELECOM CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
6. LONG-TERM DEBT
 
  The Company's long-term debt is composed of the following:
 
<TABLE>   
<CAPTION>
                                                       DECEMBER
                                                          31,       JUNE 30,
                                                         1996         1997
                                                      -----------  -----------
<S>                                                   <C>          <C>
Notes payable to Comerica Bank--Texas with interest
 at 9.25%, payable in monthly principal installments
 of $11,925, plus interest, through their maturity
 at varying dates throughout 1997...................  $   382,428  $   414,273
Notes payable to Lyon Credit with interest at
 between 10.09% and 10.78%, payable in monthly
 installments of $34,458, through their maturity on
 April 1, 1999......................................      826,377      705,581
Note payable to LDDS with interest at 9.5%, payable
 in monthly installments of $21,538 through its
 maturity on December 8, 1997.......................      245,630      105,177
Notes payable to Northern Trust Bank with interest
 at between 10.25% and 10.76%, payable in monthly
 installments of $11,429, through their maturity at
 varying dates from May 21, 1997 through December
 10, 1999...........................................      177,341      125,018
Note payable to North American Intelecom, Inc. with
 interest at 8%, payable in monthly installments of
 $25,430 through its maturity on August 1, 1998.....                   340,770
Notes payable to shareholders:
  Notes payable with interest at 5%, due at maturity
   on November 28, 1997 and subordinated to
   borrowings from Comerica Bank--Texas.............      515,451    1,265,451
  Note payable with interest at 7.5%, payable in
   monthly principal installments of $3,602, plus
   interest, through December 6, 1999...............      140,000      118,792
Capital lease obligations and other.................      163,933      101,139
Less current portion of long-term debt..............   (1,692,647)  (2,615,419)
                                                      -----------  -----------
                                                      $   758,513  $   560,782
                                                      ===========  ===========
</TABLE>    
 
  Substantially all of the Company's accounts receivable and equipment are
collateral for the above notes payable or the advances on accounts receivable
from third party billing services. In addition, the notes payable agreements
with Lyon Credit are subject to prepayment penalties of: 3% for prepayments
during the first twelve months of the loan; 2% for prepayments during the
second twelve months of the loan; and 1% for prepayments during the third
twelve months of the loan.
 
  Future maturities of long-term debt as of June 30, 1997, including capital
lease obligations, for the six months ending December 31, 1997 and the years
ending December 31, 1998 and 1999 are as follows:
 
<TABLE>
     <S>                                                              <C>
     1997 (six months)............................................... $2,063,226
     1998............................................................    834,413
     1999............................................................    278,562
                                                                      ----------
       Total......................................................... $3,176,201
                                                                      ==========
</TABLE>
 
7. COMMITMENTS AND CONTINGENCIES
   
  LEASES--The Company leases certain telephone systems equipment under capital
lease agreements with lease terms of two to six years and leases certain
operating facilities under operating lease agreements with lease terms of one
to seven years. Total rent expense under operating lease agreements for 1994,
1995 and 1996 was $33,520, $64,240 and $50,797, respectively, and rent expense
under operating lease agreements for the unaudited nine month period ended
September 30, 1996 and the audited six month period ended June 30, 1997 was
$43,299 and $24,387, respectively.     
 
                                     F-55
<PAGE>
 
                         SECURITY TELECOM CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
  Future minimum lease payments under capital and operating leases with terms
greater than one year as of June 30, 1997 are as follows:
 
<TABLE>   
<CAPTION>
                                                              CAPITAL  OPERATING
                                                              LEASES    LEASES
                                                              -------  ---------
   <S>                                                        <C>      <C>
   Year Ending
     1997 (six months)....................................... $34,263  $ 23,113
     1998....................................................  50,629    50,455
     1999....................................................  37,309    56,377
     2000....................................................            30,303
                                                              -------  --------
     Total minimum future rental payments.................... 122,201  $160,248
                                                                       ========
     Less amounts representing imputed interest.............. (21,062)
                                                              -------
     Total capital lease obligations......................... 101,139
     Less current portion.................................... (49,514)
                                                              -------
     Long-term portion....................................... $51,625
                                                              =======
</TABLE>    
 
  CONTINGENCIES--The Company is a party to various claims, legal actions, and
complaints arising in the ordinary course of business. In the opinion of
management, the amount of liability, if any, with respect to these actions,
would not have a material effect on the financial position of the Company or
its results of operations.
 
9. STOCKHOLDERS' EQUITY
 
  The Company has outstanding options and warrants which allow certain
individuals the right to acquire up to a 14% ownership interest in the Company
for nominal exercise prices including an option to acquire up to a 10%
ownership interest issued in 1989 to a consultant in consideration for certain
facility contract proposals and a warrant issued in 1996 to a stockholder to
acquire up to a 4% ownership interest in connection with this stockholder's
sale of common stock to the Company discussed below.
 
  During 1996, the Company acquired 35 shares of common stock from a
stockholder for $118,311, which was retired by the Company resulting in a
reduction of common stock of $952 and retained earnings of $117,359.
 
10. INCOME TAXES
   
  As discussed in Note 1, STC is organized as an S corporation and does not
pay tax at the corporate level, however, the Company's subsidiary, LETI, is
subject to income taxes at the corporate level. There are no material
permanent differences for LETI, and principal temporary differences between
book income and taxable income include capital leases which are reported on
the cash basis for tax purposes and capitalized software costs which are
expensed for tax purposes as research and development costs. The Company has
provided income tax expense during the nine months ended September 30, 1996
using the effective tax rates for each of its taxing jurisdictions which have
been allocated between current income taxes payable and deferred income taxes
based on 1996 anticipated temporary differences. The composition of deferred
income tax liabilities as of December 31, 1995 and 1996, and June 30, 1997,
are as follows:     
 
<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                               ------------------    JUNE 30,
                                                 1995      1996      1997
                                               --------  --------  --------
<S>                                            <C>       <C>       <C>       
Capital leases................................ $ 68,617  $ 50,616    36,444
Capitalized software..........................   39,129    66,634    84,704
Other.........................................  (20,621)  (10,335)   (7,752)
                                               --------  --------  --------
  Total....................................... $ 87,125  $106,915  $113,396
                                               ========  ========  ========
</TABLE>
 
                                     F-56
<PAGE>
 
                         SECURITY TELECOM CORPORATION
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
 
11. SUBSEQUENT EVENTS
 
  On June 27, 1997 substantially all of the net assets of the Company were
sold to Talton Holdings, Inc. for cash of $11.2 million and 900 shares of
Talton Holdings, Inc. common stock.
 
                                  * * * * * *
 
                                     F-57
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
 
Stockholders and Board of Directors of
 Correctional Communications Corporation
 
  We have audited the accompanying balance sheets of Correctional
Communications Corporation (the "Company") as of December 31, 1995 and 1996,
and the related statements of income, stockholders' equity and cash flows for
the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Correctional
Communications Corporation at December 31, 1995 and 1996, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
 
Ginsberg, Weiss & Company
 
Pearl River, New York
June 27, 1997
(October 6, 1997 as to Note 10)
 
                                     F-58
<PAGE>
 
                    CORRECTIONAL COMMUNICATIONS CORPORATION
 
                                 BALANCE SHEETS
 
<TABLE>   
<CAPTION>
                                                  DECEMBER 31,
                                              ---------------------  JULY 31,
                                                 1995       1996       1997
                                              ---------- ---------- -----------
                                                                    (UNAUDITED)
<S>                                           <C>        <C>        <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................. $  693,918 $  643,742 $  304,529
  Accounts receivable, net...................    648,519    924,249  1,109,019
  Inventories................................     10,148     15,075     16,038
  Other assets...............................     14,378     32,067
                                              ---------- ---------- ----------
    Total current assets.....................  1,366,963  1,615,133  1,429,586
PROPERTY AND EQUIPMENT.......................    491,100    550,263    569,497
LOANS RECEIVABLE--STOCKHOLDER................                95,289     96,569
OTHER ASSETS.................................    150,067    274,584    741,523
                                              ---------- ---------- ----------
TOTAL........................................ $2,008,130 $2,535,269 $2,837,175
                                              ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable........................... $  684,915 $  783,794 $1,561,712
  Accrued expenses...........................    441,738    787,883    182,659
  Current portion of long-term debt..........                24,504      5,602
                                              ---------- ---------- ----------
    Total current liabilities................  1,126,653  1,596,181  1,749,973
LONG-TERM DEBT-- STOCKHOLDERS................    442,880    442,880    442,880
LONG-TERM DEBT-- OTHER.......................                19,343      3,273
MINORITY INTEREST............................     93,033     58,701     75,675
STOCKHOLDERS' EQUITY:
  Common stock, no par value; 1,000,000
   shares authorized, 18,750 shares issued
   and outstanding...........................    138,333    138,333    138,333
  Retained earnings..........................    207,231    279,831    427,041
                                              ---------- ---------- ----------
    Total stockholders' equity...............    345,564    418,164    565,374
                                              ---------- ---------- ----------
    TOTAL.................................... $2,008,130 $2,535,269 $2,837,175
                                              ========== ========== ==========
</TABLE>    
 
                       See notes to financial statements.
 
                                      F-59
<PAGE>
 
                    CORRECTIONAL COMMUNICATIONS CORPORATION
 
                              STATEMENTS OF INCOME
 
<TABLE>   
<CAPTION>
                                                           NINE MONTHS  SEVEN MONTHS
                                                              ENDED        ENDED
                             YEARS ENDED DECEMBER 31,     SEPTEMBER 30,   JULY 31,
                         -------------------------------- ------------- ------------
                            1994       1995       1996        1996          1997
                         ---------- ---------- ---------- ------------- ------------
                                                           (UNAUDITED)   (UNAUDITED)
<S>                      <C>        <C>        <C>        <C>           <C>
OPERATING REVENUE....... $4,190,994 $7,372,233 $9,563,648  $6,788,841    $6,339,001
OPERATING EXPENSES:
  Telecommunication
   costs................  1,575,480  2,429,046  2,921,990   2,142,036     1,761,493
  Facility commissions..  1,533,120  2,761,862  3,668,035   2,563,565     2,579,699
  Field operations and
   maintenance..........    171,460    174,676    289,173     227,328       222,455
  Selling, general and
   administrative.......    651,780  1,292,219  1,972,112   1,359,288     1,197,993
  Depreciation and
   amortization.........    156,704    242,500    332,938     254,333       243,815
                         ---------- ---------- ----------  ----------    ----------
    Total operating
     expense............  4,088,544  6,900,303  9,184,248   6,546,550     6,005,455
                         ---------- ---------- ----------  ----------    ----------
OPERATING INCOME........    102,450    471,930    379,400     242,291       333,546
OTHER (INCOME) EXPENSE:
  Interest expense,
   net..................     74,940     51,631     39,564      32,500        21,946
  Minority interest.....         23     73,298    117,236      69,079        64,390
                         ---------- ---------- ----------  ----------    ----------
    Total other (income)
     expense............     74,963    124,929    156,800     101,579        86,336
                         ---------- ---------- ----------  ----------    ----------
NET INCOME.............. $   27,487 $  347,001 $  222,600  $  140,712    $  247,210
                         ========== ========== ==========  ==========    ==========
</TABLE>    
 
 
 
                       See notes to financial statements.
 
                                      F-60
<PAGE>
 
                    CORRECTIONAL COMMUNICATIONS CORPORATION
 
                       STATEMENTS OF STOCKHOLDERS' EQUITY
 
<TABLE>   
<CAPTION>
                                           COMMON STOCK   RETAINED
                                          ---------------  EARNINGS
                                          SHARES  AMOUNT  (DEFICIT)    TOTAL
                                          ------ -------- ---------  ---------
<S>                                       <C>    <C>      <C>        <C>
BALANCE, JANUARY 1, 1994................. 15,000 $ 38,333 $(167,257) $(128,924)
  Net income.............................                    27,487     27,487
                                          ------ -------- ---------  ---------
BALANCE, DECEMBER 31, 1994............... 15,000   38,333  (139,770)  (101,437)
  Issuance of common stock...............  3,750  100,000              100,000
  Net income.............................                   347,001    347,001
                                          ------ -------- ---------  ---------
BALANCE, DECEMBER 31, 1995............... 18,750  138,333   207,231    345,564
  Net income.............................                   222,600    222,600
  Dividends..............................                  (150,000)  (150,000)
                                          ------ -------- ---------  ---------
BALANCE, DECEMBER 31, 1996............... 18,750 $138,333 $ 279,831  $ 418,164
  Net income (unaudited).................                   247,210    247,210
  Dividends (unaudited)..................                  (100,000)  (100,000)
                                          ------ -------- ---------  ---------
BALANCE, JULY 31, 1997 (UNAUDITED)....... 18,750 $138,333 $ 427,041  $ 565,374
                                          ====== ======== =========  =========
</TABLE>    
 
 
                       See notes to financial statements.
 
                                      F-61
<PAGE>
 
                    CORRECTIONAL COMMUNICATIONS CORPORATION
 
                            STATEMENTS OF CASH FLOWS
 
<TABLE>   
<CAPTION>
                                                           NINE MONTHS  SEVEN MONTHS
                                                              ENDED        ENDED
                           YEARS ENDED DECEMBER 31,       SEPTEMBER 30,   JULY 31,
                         -------------------------------  ------------- ------------
                           1994       1995       1996         1996          1997
                         ---------  ---------  ---------  ------------- ------------
                                                           (UNAUDITED)  (UNAUDITED)
<S>                      <C>        <C>        <C>        <C>           <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES:
  Net income...........  $  27,487  $ 347,001  $ 222,600    $140,712      $247,210
  Adjustments to
   reconcile net income
   to net cash provided
   by operating
   activities:
    Depreciation and
     amortization......    156,704    242,500    332,938     254,333       243,815
    Minority interest..         23     73,298    117,236      69,078        64,391
  Changes in operating
   assets and
   liabilities:
    Accounts
     receivable........   (262,027)  (126,460)  (275,730)   (388,153)     (184,770)
    Accounts payable...    146,981     91,097     98,879     218,803       777,918
    Accrued expenses...     78,597    336,997    346,145     104,253      (605,224)
    Other assets.......    (10,857)   (26,500)   (26,143)      7,869        31,104
                         ---------  ---------  ---------    --------      --------
      Net cash provided
       by operating
       activities......    136,908    937,933    815,925     406,895       574,444
                         ---------  ---------  ---------    --------      --------
CASH FLOWS FROM
 INVESTING ACTIVITIES:
  Purchase of property
   and equipment.......   (335,899)  (170,705)  (267,555)   (224,951)     (149,887)
  Increase in
   investments.........     75,000
  Increase in note
   receivable..........                          (95,289)    (49,739)       (1,280)
  Additions to
   intangibles.........   (133,568)   (55,321)  (244,470)   (280,170)     (479,758)
  Increase in
   restricted cash.....               (20,789)    (1,066)       (389)     (100,343)
                         ---------  ---------  ---------    --------      --------
      Net cash used in
       investing
       activities......   (394,467)  (246,815)  (608,380)   (555,249)     (731,268)
                         ---------  ---------  ---------    --------      --------
CASH FLOWS FROM
 FINANCING ACTIVITIES:
  Dividends paid.......                         (150,000)   (150,000)     (100,000)
  Investments of
   (distributions to)
   limited partners....    (22,609)   (96,146)  (151,568)    (95,482)      (47,417)
  Issuance of common
   stock...............               100,000
  Proceeds from
   issuance of long-
   term debt...........    408,000                61,654      19,642
  Payments of long-term
   debt................              (145,500)   (17,807)                  (34,972)
                         ---------  ---------  ---------    --------      --------
      Net cash provided
       by (used in)
       financing
       activities......    385,391   (141,646)  (257,721)   (225,840)     (182,389)
                         ---------  ---------  ---------    --------      --------
INCREASE (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS...........    127,832    549,472    (50,176)   (374,194)     (339,213)
CASH AND CASH
 EQUIVALENTS, BEGINNING
 OF PERIOD.............     16,614    144,446    693,918     693,918       643,742
                         ---------  ---------  ---------    --------      --------
CASH AND CASH
 EQUIVALENTS, END OF
 PERIOD................  $ 144,446  $ 693,918  $ 643,742    $319,724      $304,529
                         =========  =========  =========    ========      ========
SUPPLEMENTAL
 INFORMATION:
  Cash paid for
   interest............  $  75,284  $  68,082  $  67,427    $ 40,251      $ 36,218
                         =========  =========  =========    ========      ========
  Cash paid for income
   taxes...............  $   2,475  $   7,600  $   5,560    $     --      $     --
                         =========  =========  =========    ========      ========
</TABLE>    
 
                       See notes to financial statements.
 
                                      F-62
<PAGE>
 
                    CORRECTIONAL COMMUNICATIONS CORPORATION
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  BUSINESS--Correctional Communications Corporation and Subsidiaries (the
"Company") was incorporated on February 11, 1991, in the State of California.
The Company provides fully automated pay telephone services to jail inmates in
correctional facilities located in the western United States.
 
  PREPARATION OF FINANCIAL STATEMENTS--The preparation of financial statements
in conformity with generally accepted accounting principles requires
management of the Company to make estimates and assumptions that affect the
amount reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
 
  PRINCIPLES OF CONSOLIDATION--The Company owns 50%, and is the general
partner, of MCJ Telephone Partners LP ("MCJ") and KCJ Telephone Partners LP
("KCJ") Each partnership was formed to own, in conjunction with third party
investors, and operate contracts providing telephone service. The financial
statements presented reflect 100% of the assets, liabilities, revenue and
expenses of MCJ and KCJ. The limited partners' interests are reflected as
minority interests in the joint venture. All significant intercompany balances
and transactions have been eliminated.
 
  CONCENTRATION OF CREDIT RISK - Financial instruments that potentially
subject the Company to a concentration of credit risk consist of accounts
receivable. These receivables are generated by collect calls made by inmates
at the correctional facilities which have contracted with the Company. The
credit risk relates to funds not being collected from the third party
recipients. The credit risk is mitigated by the large number of customers and
the limit on the amount of credit extended to any billing number.
 
  The Company also has concentration of credit risk involving cash. The
Company maintains multiple cash account s with one bank. The uninsured amount
at December 31, 1996, is due to cash balances in excess of FDIC insurance
limits in the amount of $819,521.
 
  CASH AND CASH EQUIVALENTS--For purposes of the statement of cash flows, cash
and cash equivalents include cash on hand and cash investments with a
remaining maturity at the date of purchase of three months or less.
   
  ACCOUNTS RECEIVABLE--Accounts receivable at July 31, 1997 and December 31,
1996 and 1995, consists primarily of amounts due from billing and collection
clearing houses for non-coin calls placed through the Company's inmate pay
telephone systems. The amounts due are net of an allowance for uncollectible
accounts which is determined based upon rates established from historical
experience. The allowance for doubtful accounts was $806,425 as of July 31,
1997 and $246,940 and $144,438 as of December 31, 1996 and 1995. The balance
due from one billing and collection clearing house was $832,983, $515,555 and
$416,269 at July 31, 1997 December 31, 1996 and 1995, respectively.     
   
  PROPERTY AND EQUIPMENT--The Company's property and equipment are stated at
cost. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, which range from three to five years.
Expenditures for major renewals and betterments that extend the useful lives
of assets are capitalized. Expenditures for repairs and maintenance are
charged to operations in the period incurred. Depreciation expense at July 31,
1997, September 30, 1996, December 31, 1996, 1995 and 1994, is $130,653,
$164,885, $208,393, $181,214 and $122,524, respectively.     
 
  INTANGIBLE ASSETS--Intangible assets consist of signing bonuses paid to
correctional facilities at the inception of the contract term. These signing
bonuses have been capitalized and are being amortized over the life of the
contracts which range from three to five years. Amortization expense at
December 31, 1996, 1995 and
 
                                     F-63
<PAGE>
 
                    CORRECTIONAL COMMUNICATIONS CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
   
1994 is $124,115, $60,498 and $32,052, respectively and $113,162 and $89,448
for the seven months ended July 31, 1997 and 1996 and the nine months ended
September 30, 1996.     
 
  Organization expense has been capitalized and is being amortized over five
years using the straight-line method. Amortization expense at December 31,
1996, 1995 and 1994 is $430, $264 and $266, respectively.
 
  INCOME TAXES--On February 11, 1991, the Company filed an election to be
taxed as an S Corporation under section 1361 of the Internal Revenue Code.
Taxes on income are payable by the individual stockholders. Accordingly, no
provision for federal corporation taxes based on income is recorded. The
Company, MCJ and KCJ file separate income tax returns and are all subject to
taxes in the State of California. Additionally, the Company is subject to tax
on income in the States of California and Arizona.
 
  REVENUE RECOGNITION--Revenue is recognized when earned. Coin call and non-
coin call revenue is recognized at the time the call is made.
 
  The Company occasionally requires certain customers to remit funds in
advance in order to guarantee payment of telephone service. Unearned advances
are recorded as a current liability in customer deposits. As calls are made by
these customers, the customer deposit account is reduced and revenue is
recognized.
 
  FACILITY COMMISSIONS--Under the terms of the Company's telephone system
contracts with corrections facilities, the Company pays commissions to these
facilities generally based on call volume revenues which are accrued during
the period the revenues are generated.
 
  FINANCIAL INSTRUMENTS--The Company's financial instruments under Statement
of Financial Accounting Standards No. 107, "Disclosures About Fair Value of
Financial Instruments," includes cash and cash equivalents, accounts
receivable, accounts payable and long-term debt. The Company believes that the
carrying amounts of cash and cash equivalents, accounts receivable, accounts
payable and long-term debt are a reasonable estimate of their fair value
because of the short-term maturities of such instruments or, in the case of
long-term debt due after one year, because the Company believes that the
current interest rates on these notes approximates the rates which could be
currently negotiated with such lenders.
   
  RESEARCH AND DEVELOPMENT--Costs related to research, design and development
of computer software are charged to operations as incurred, in accordance with
Statement of Financial Standards No. 86. For the seven months ended July 31,
1997 and for the year ended December 31, 1996, $0 and $193,339 was charged to
current operations as research and development.     
 
  RECLASSIFICATION--Certain amounts for the prior years have been reclassified
to conform with the current year presentation.
   
  UNAUDITED INTERIM FINANCIAL STATEMENTS--The Company's balance sheet as of
July 31, 1997 and statements of income and cash flows for the six months ended
September 30, 1996 and the seven months ended July 31, 1997 have been prepared
by the Company without audit. In the opinion of management, all adjustments
(which include only normal, recurring adjustments) necessary to present fairly
the balance sheet of the Company as of July 31, 1997 and the results of
operations and cash flows of the Company for the nine months ended September
30, 1996 and the seven months ended July 31, 1997, have been made. The results
of operation for the interim period are not necessarily indicative of the
results to be expected for the full year.     
 
2. RELATED PARTIES
   
  Loans from stockholder of $95,289 and $96,569 as of December 31, 1996 and
July 31, 1997 reflects amounts advance at various times during 1996. These
notes are unsecured and non-interest bearing. Interest has been imputed at the
rate of prime plus 1% and totals $4,709 for the year ended December 31, 1996.
    
                                     F-64
<PAGE>
 
                    CORRECTIONAL COMMUNICATIONS CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
3. PROPERTY AND EQUIPMENT
 
  Property and equipment consists of the following:
 
<TABLE>   
<CAPTION>
                                             DECEMBER 31
                                         ---------------------
                                                                 JULY 31,
                                           1995        1996        1997
                                         ---------  ----------  -----------
                                                                (UNAUDITED)
<S>                                      <C>        <C>         <C>          
Telephone systems equipment............. $ 796,926  $  995,320  $1,165,778
Furniture and fixtures..................    95,347     103,623     117,016
Vehicles................................                61,655      26,190
                                         ---------  ----------  ----------
                                           892,273   1,160,598   1,308,984
Less accumulated depreciation...........  (401,173)   (610,335)   (739,487)
                                         ---------  ----------  ----------
                                         $ 491,100  $  550,263  $  569,497
                                         =========  ==========  ==========
</TABLE>    
 
4. INTANGIBLE ASSETS
 
  Intangible assets consists of the following:
 
<TABLE>   
<CAPTION>
                                                   DECEMBER 31,
                                                -------------------   JULY 31,
                                                  1995      1996        1997
                                                --------  ---------  -----------
                                                                     (UNAUDITED)
      <S>                                       <C>       <C>        <C>
      Signing bonus............................ $218,891  $ 465,513   $ 858,081
      Organization costs.......................    3,712      3,712       3,712
      Restricted cash..........................   20,789     21,855     122,198
      Other....................................    5,310      9,110      97,502
                                                --------  ---------   ---------
                                                 248,702    500,190   1,081,493
      Less accumulation amortization...........  (98,635)  (225,606)   (339,970)
                                                --------  ---------   ---------
                                                $150,067  $ 274,584   $ 741,523
                                                ========  =========   =========
</TABLE>    
   
  Restricted cash consists of a certificate of deposit for $20,000 plus
accrued interest income of $343, $1,855 and $789 as of July 31, 1997, December
31, 1996 and December 31, 1995, respectively. By agreement with one of its
county facilities, the Company is obligated to maintain this certificate of
deposit in a segregated account for the duration of the contract period which
expires June 30, 1998.     
 
5. ACCRUED EXPENSES
 
  Accrued expenses consist of the following:
 
<TABLE>   
<CAPTION>
                                                     DECEMBER 31,
                                                   -----------------  JULY 31,
                                                     1995     1996      1997
                                                   -------- -------- -----------
                                                                     (UNAUDITED)
      <S>                                          <C>      <C>      <C>
      Billing and collection fees................. $ 17,932 $ 43,702  $ 94,811
      Facility commissions........................  267,154  343,756    15,050
      Profit sharing plan.........................           110,000         0
      Telephone charges...........................  109,663  101,419     9,881
      Other.......................................   46,989  189,006    62,917
                                                   -------- --------  --------
                                                   $441,738 $787,883  $182,659
                                                   ======== ========  ========
</TABLE>    
 
                                     F-65
<PAGE>
 
                    CORRECTIONAL COMMUNICATIONS CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
6. LONG-TERM DEBT
   
  The Company's long-term debt is composed of the following as of December 31,
1996 and July 31, 1997:     
 
<TABLE>   
<CAPTION>
                                                        DECEMBER 31,  JULY 31,
                                                            1996        1997
                                                        ------------ -----------
                                                                     (UNAUDITED)
<S>                                                     <C>          <C>
8.75% note payable to Union Bank of California, due in
 24 monthly installments of $1,091 including interest,
 due March 15, 1998 secured by a vehicle..............    $15,466      $ 8,875
10.25% note payable to Patelco Credit Union, due in 36
 monthly installments of $1,219 including interest,
 due February 5, 1999, secured by a vehicle...........     28,381
                                                          -------      -------
                                                           43,847        8,875
Less current portion of long-term debt................     24,504        5,602
                                                          -------      -------
                                                          $19,343      $ 3,273
                                                          =======      =======
</TABLE>    
 
  Principal payments on long-term liabilities as of December 31, 1996 are as
follows:
 
<TABLE>
      <S>                                                                <C>
      Years Ended December 31:
        1997............................................................ $24,504
        1998............................................................  16,848
        1999............................................................   2,495
                                                                         -------
                                                                         $43,847
                                                                         =======
</TABLE>
 
7. COMMITMENTS AND CONTINGENCIES
 
  LEASES--The Company leases certain personal property under non-cancelable
operating leases. In addition, the Company has guaranteed certain monthly
commission payments to one of the counties that they contract with, which is
paid in addition to the contracted commission rate. The following is a
schedule by years of future minimum lease and contract payments at December
31, 1996.
 
<TABLE>
      <S>                                                              <C>
      Year Ending December 31,
        1997.......................................................... $ 65,347
        1998..........................................................   68,101
        1999..........................................................   49,858
        2000..........................................................   22,619
                                                                       --------
          Total minimum future rental payments........................ $205,925
                                                                       ========
</TABLE>
 
  RENT--The Company rents space for its administrative activities under a
lease which was signed effective June 1, 1995, for a two-year period. It calls
for monthly rent of $2,310. Effective October 1, 1996, the lease was extended
to September 30, 1999, at a monthly rent of $4,309. The future minimum rental
payments at December 31 are $51,705 for 1997, $51,705 for 1998 and $38,779 for
1999.
 
8. TRANSACTION WITH RELATED PARTY
 
  The Company is indebted to its stockholders for loans aggregating $442,880.
The loans bear interest at rates that vary from 8% to 14%. Payments of
principal are determined as between the related parties. The loans are not
currently scheduled for repayment.
 
                                     F-66
<PAGE>
 
                    CORRECTIONAL COMMUNICATIONS CORPORATION
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
9. RETIREMENT PLAN
 
  The Company has adopted a qualified profit sharing plan covering all its
employees. The eligibility requirements for employees are as follows: They
must attain the age of 21, have 12 month of service and perform at least 1,000
hours of work within a plan year. Contributions are made at the discretion of
the Board of Directors. For the years ended December 31, 1996 and 1995, the
Company has made contributions of $110,000 and $100,000, respectively.
 
10. SUBSEQUENT EVENT
 
  Subsequent to the balance sheet date, the Board of Directors declared a
dividend of $5.33 per share, payable on April 1, 1997.
   
  On July 31, 1997, the Company signed an agreement with Talton Holdings, Inc.
to sell substantially all of the assets of the Company for cash of $10.5
million, subject to certain adjustments to be determined based on future
results of operations of the Company. No effect of this transaction has been
reflected in the accompanying financial statements.     
 
                                     F-67
<PAGE>
 
                         INDEPENDENT AUDITORS' REPORT
   
To the Stockholder and Board of  
Directors of InVision Telecom, Inc.:     
   
  We have audited the accompanying balance sheets of InVision Telecom, Inc.
(the "Company") as of December 31, 1996 and September 30, 1997, and the
related statements of operations, stockholder's equity (deficit) and cash
flows for each of the two years ended December 31, 1996 and 1995 and for the
nine months ended September 30, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.     
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
   
  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company at December
31, 1996 and September 30, 1997, and the results of their operations and their
cash flows for each of the two years ended December 31, 1995 and 1996 and the
nine months ended September 30, 1997, in conformity with generally accepted
accounting principles.     
 
DELOITTE & TOUCHE LLP
Dallas, Texas
   
December 12, 1997     
 
                                     F-68
<PAGE>
 
                             INVISION TELECOM, INC.
 
                                 BALANCE SHEETS
 
<TABLE>   
<CAPTION>
                                                     DECEMBER 31,  SEPTEMBER 30,
                                                         1996          1997
                                                     ------------  -------------
<S>                                                  <C>           <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents......................... $    48,450   $     11,710
  Accounts receivable...............................   4,841,516      5,648,797
  Prepaid expenses and other assets.................     325,175        359,609
  Refundable income taxes...........................     418,310        420,366
                                                     -----------   ------------
    Total current assets............................   5,633,451      6,440,482
PROPERTY AND EQUIPMENT..............................   9,235,782      9,126,405
INTANGIBLE AND OTHER ASSETS.........................  29,337,909     27,193,875
                                                     -----------   ------------
    TOTAL........................................... $44,207,142   $ 42,760,762
                                                     ===========   ============
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable.................................. $   514,978   $  3,358,643
  Bank Overdraft....................................   1,562,272      1,388,915
  Accrued expenses..................................   3,076,092      3,415,337
  Current portion of long term debt.................     176,550
                                                     -----------   ------------
    Total current liabilities.......................   5,329,892      8,162,895
DEBT OWED TO RELATED PARTY..........................  40,775,115     42,819,792
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
  Preferred stock, $0.01 par value; 75,500 shares
   authorized,
   no shares issued and outstanding.................
  Common stock, $0.01 par value; 124,500 shares
   authorized,
   124,500 shares issued and outstanding............       1,254          1,254
  Additional paid-in capital........................   1,688,031      1,688,031
  Retained earnings (deficit).......................  (3,587,150)    (9,911,210)
                                                     -----------   ------------
    Total stockholder's equity (deficit)............  (1,897,865)    (8,221,925)
                                                     -----------   ------------
    TOTAL........................................... $44,207,142   $ 42,760,762
                                                     ===========   ============
</TABLE>    
 
                       See notes to financial statements.
 
                                      F-69
<PAGE>
 
                             INVISION TELECOM, INC.
 
                            STATEMENTS OF OPERATIONS
 
<TABLE>   
<CAPTION>
                                               YEARS ENDED          NINE MONTHS
                                              DECEMBER 31,             ENDED
                                         ------------------------  SEPTEMBER 30,
                                            1995         1996          1997
                                         -----------  -----------  -------------
<S>                                      <C>          <C>          <C>
OPERATING REVENUE....................... $39,730,868  $48,892,806   $31,623,804
OPERATING EXPENSES:
  Telecommunication costs...............  19,364,419   27,242,987    19,080,847
  Facility commissions..................   9,291,116   12,557,577     8,787,712
  Field operations and maintenance......   1,443,633    1,870,146     1,744,635
  Selling, general and administrative...   2,610,347    4,504,908     2,994,535
  Depreciation..........................     956,703    1,336,017     1,123,162
  Amortization of intangibles...........   2,398,024    3,499,344     2,594,801
                                         -----------  -----------   -----------
    Total operating expense.............  36,064,242   51,010,979    36,325,692
                                         -----------  -----------   -----------
OPERATING INCOME (LOSS).................   3,666,626   (2,118,173)   (4,701,888)
OTHER (INCOME) EXPENSE:
  Interest expense, related party.......   2,975,320    3,401,834     2,483,358
  Other interest expense, net...........       8,950       13,965
  Other, net............................      (3,933)    (154,953)     (859,130)
                                         -----------  -----------   -----------
    Total other expense.................   2,980,337    3,260,846     1,624,228
                                         -----------  -----------   -----------
INCOME (LOSS) BEFORE INCOME TAXES.......     686,289   (5,379,019)   (6,326,116)
INCOME TAX EXPENSE (BENEFIT)............     260,789     (284,841)       (2,056)
                                         -----------  -----------   -----------
NET INCOME (LOSS)....................... $   425,500  $(5,094,178)  $(6,324,060)
                                         ===========  ===========   ===========
</TABLE>    
 
 
                       See notes to financial statements.
 
                                      F-70
<PAGE>
 
                             INVISION TELECOM, INC.
                  
               STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)     
 
<TABLE>   
<CAPTION>
                             COMMON STOCK  ADDITIONAL  RETAINED
                            --------------  PAID IN    EARNINGS
                            SHARES  AMOUNT  CAPITAL    (DEFICIT)      TOTAL
                            ------- ------ ---------- -----------  -----------
<S>                         <C>     <C>    <C>        <C>          <C>
BALANCE, JANUARY 1, 1995..  125,400 $1,254 $1,688,031 $ 1,081,528  $ 2,770,813
Net income................                                425,500      425,500
                            ------- ------ ---------- -----------  -----------
BALANCE, DECEMBER 31,
 1995.....................  125,400  1,254  1,688,031   1,507,028    3,196,313
Net loss..................                             (5,094,178)  (5,094,178)
                            ------- ------ ---------- -----------  -----------
BALANCE, DECEMBER 31,
 1996.....................  125,400  1,254  1,688,031  (3,587,150)  (1,897,865)
Net loss..................                             (6,324,060)  (6,324,060)
                            ------- ------ ---------- -----------  -----------
BALANCE, SEPTEMBER 30,
 1997.....................  125,400 $1,254 $1,688,031 $(9,911,210) $(8,221,925)
                            ======= ====== ========== ===========  ===========
</TABLE>    
 
 
 
                       See notes to financial statements.
 
                                      F-71
<PAGE>
 
                             INVISION TELECOM, INC.
 
                            STATEMENTS OF CASH FLOWS
<TABLE>   
<CAPTION>
                                               YEARS ENDED          NINE MONTHS
                                              DECEMBER 31,             ENDED
                                         ------------------------  SEPTEMBER 30,
                                            1995         1996          1997
                                         -----------  -----------  -------------
<S>                                      <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss).....................  $   425,500  $(5,094,178)  $(6,324,060)
 Adjustments to reconcile net income
  (loss) to net cash provided by
  operating activities:
  Depreciation and amortization........    3,354,727    4,835,361     3,717,963
 Changes in operating assets and
  liabilities:
  Accounts receivable..................   (2,875,674)   1,257,696      (807,281)
  Accounts payable.....................      132,922      344,506     2,843,665
  Accrued expenses.....................     (607,310)     917,845       339,245
  Income taxes.........................     (577,758)    (284,881)       (2,056)
  Other assets.........................        4,805       (8,894)      (34,434)
                                         -----------  -----------   -----------
    Net cash (used in) provided by
     operating activities..............     (142,788)   1,967,455      (266,958)
                                         -----------  -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures..................   (5,657,389)  (2,458,893)   (1,464,552)
 Cash Outflows for Acquisitions........  (18,776,716)         --            --
                                         -----------  -----------   -----------
    Net cash used in investing
     activities........................  (24,434,105)  (2,458,893)   (1,464,552)
                                         -----------  -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Bank overdraft........................      500,822      368,915      (173,357)
 Proceeds from issuance of debt-related
  party................................   24,418,403       74,873     2,044,677
 Proceeds from issuance of other debt..          --       450,000           --
 Payments of long-term debt............     (256,200)    (443,700)     (176,550)
                                         -----------  -----------   -----------
    Net cash provided by financing
     activities........................   24,663,025      450,088     1,694,770
                                         -----------  -----------   -----------
INCREASE (DECREASE) IN CASH
 EQUIVALENTS...........................       86,132      (41,350)      (36,740)
CASH AND CASH EQUIVALENTS, BEGINNING OF
 PERIOD................................        3,668       89,800        48,450
                                         -----------  -----------   -----------
CASH AND CASH EQUIVALENTS, END OF
 PERIOD................................  $    89,800  $    48,450   $    11,710
                                         ===========  ===========   ===========
SUPPLEMENTAL INFORMATION:
 Interest paid.........................  $     8,950  $    13,965   $       --
                                         ===========  ===========   ===========
 Taxes paid............................  $       --   $       --    $       --
                                         ===========  ===========   ===========
NON-CASH TRANSACTIONS:
 Note payable issued for acquisition of
  assets...............................  $   212,400  $       --    $       --
                                         ===========  ===========   ===========
</TABLE>    
 
                       See notes to financial statements.
 
                                      F-72
<PAGE>
 
                            INVISION TELECOM, INC.
 
                         NOTES TO FINANCIAL STATEMENTS
 
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   
  BUSINESS--InVision Telecom, Inc. (the "Company") was a wholly owned
subsidiary of Communications Central, Inc. (the "Parent Company"). The Company
provides fully automated pay telephone services to jail inmates in
correctional facilities located throughout the United States. The Company
accumulates call activity from its various installations and bills its
revenues related to this call activity through third-party billing services
which are granted credit in the normal course of business with terms of
between 30 and 60 days. The Company performs ongoing credit evaluations of its
customers and maintains allowances for unbillable and uncollectible losses
based on historical experience.     
 
  PREPARATION OF FINANCIAL STATEMENTS--The preparation of financial statements
in conformity with generally accepted accounting principles requires
management of the Company to make estimates and assumptions, such as estimate
of allowances and reserves for unbillable and uncollectible chargebacks, that
affect the amount reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
 
  CASH AND CASH EQUIVALENTS--For purposes of the statement of cash flows, cash
and cash equivalents include cash on hand and cash investments with a
remaining maturity at the date of purchase of three months or less.
 
  ACCOUNTS RECEIVABLE--Trade accounts receivable represent amounts billed for
calls placed through the Company's telephone systems to the various LECs or
third-party billing services and an allowance for unbillable and uncollectible
calls, based upon historical experience, for estimated chargebacks to be made
by the LECs.
 
  PROPERTY AND EQUIPMENT--The Company's property and equipment are stated at
cost. Depreciation is computed using the straight-line method over the
estimated useful lives of the related assets. The following is a summary of
useful lives for the major categories of property and equipment:
 
<TABLE>
<CAPTION>
              ASSET                                                USEFUL LIFE
              -----                                                ------------
     <S>                                                           <C>
     Telephone system............................................. 10 years
     Vehicles..................................................... 3 years
     Office equipment............................................. 3 to 5 years
     Leasehold improvements....................................... 5 years
</TABLE>
 
  Maintenance and repairs are expensed when incurred and major repairs which
extend an asset's useful life are capitalized. When items are retired or
disposed, the related carrying value and accumulated depreciation are removed
from the respective accounts, and the net difference less any amount realized
from the disposition is reflected in earnings.
 
  INTANGIBLE AND OTHER ASSETS--Intangible and other assets primarily include
amounts allocated to acquired facility contracts, noncompete agreements,
goodwill and other intangible assets, which are stated at cost. Amortization
of intangible assets is provided on a straight-line basis over the estimated
useful lives of the related assets. The following is a summary of useful lives
for the major categories of intangible assets:
 
<TABLE>
<CAPTION>
              ASSET                                               USEFUL LIFE
              -----                                              --------------
     <S>                                                         <C>
     Acquired facility contracts................................ Contract term
     Noncompete agreements...................................... Agreement term
     Goodwill................................................... 20 years
</TABLE>
 
  Acquired facility contracts consist primarily of costs allocated to
locations acquired in acquisitions of facility contract rights from other
service providers, along with signing bonuses paid to the facilities under new
facility installations and other incremental direct costs paid to obtain the
facility contracts.
 
 
                                     F-73
<PAGE>
 
                            INVISION TELECOM, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
  The Company periodically assesses the net realizable value of its intangible
assets, as well as all other assets, by comparing the expected future net
operating cash flow, undiscounted and without interest charges, to the
carrying amount of the underlying assets. The Company would evaluate a
potential impairment if the recorded value of these assets exceeded the
associated future net operating cash flows. Any potential impairment loss
would be measured as the amount by which the carrying value exceeds the fair
value of the asset. Fair value of assets would be measured by market value, if
an active market exists, or by a forecast of expected future net operating
cash flows, discounted at a rate commensurate with the risk involved.
 
  REVENUE RECOGNITION--Revenues are recognized during the periods the calls
are made. In addition, during the same period, the Company accrues the related
telecommunications costs for validating, transmitting, billing and collection,
and line and long distance, along with commissions payable to the facilities.
 
  FACILITY COMMISSIONS--Under the terms of the Company's telephone system
contracts with correctional facilities, the Company pays commissions to these
facilities generally based on call volume revenues which are accrued during
the period the revenues are generated.
 
  INCOME TAXES--The Company accounts for income tax using the liability method
in accordance with the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." Under this method,
deferred tax assets and liabilities are provided for differences between
financial statement and tax bases of assets and liabilities using current tax
rates.
 
  FINANCIAL INSTRUMENTS--The Company's financial instruments under Statement
of Financial Accounting Standards No. 107, "Disclosures About Fair Value of
Financial Instruments," includes cash and cash equivalents, accounts
receivable, accounts payable and long-term debt. The Company believes that the
carrying amounts of cash and cash equivalents, accounts receivable, accounts
payable and long-term debt are a reasonable estimate of their fair value
because of the short-term maturities of such instruments or, in the case of
debt owed to related parties, because such debt does not have repayment terms.
 
2. ACQUISITIONS
 
  During the year ended December 31, 1995, the Company acquired facility
contracts and the related facility equipment from various other independent
inmate phone operators for purchase prices aggregating $18,989,116.
 
  These acquisitions were each accounted for using the purchase method of
accounting as of their respective acquisition dates, and accordingly, only the
results of the operations of these facilities subsequent to their respective
acquisition dates are included in the financial statements of the Company. At
the acquisition dates, the purchase prices were allocated to the assets
acquired, including telephone system equipment, facility contracts and other
identifiable intangibles based on their fair market values. The excess of the
total purchase prices over the fair values of the assets acquired represented
goodwill. In connection with the acquisitions, assets were acquired and
liabilities were assumed as follows:
 
<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                                     1995
                                                                 ------------
     <S>                                                         <C>
     Purchase prices:
      Net cash paid............................................. $ 18,776,716
      Amounts payable to sellers................................      212,400
                                                                 ------------
       Total purchase prices....................................   18,989,116
     Estimated fair value of tangible and identifiable intangi-
      ble assets acquired.......................................  (10,133,834)
                                                                 ------------
     Goodwill................................................... $  8,855,282
                                                                 ============
</TABLE>
 
                                     F-74
<PAGE>
 
                            INVISION TELECOM, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
  The following table presents unaudited pro forma results of operations of
the Company for the year ended December 31, 1995, as if the acquisitions had
occurred at the beginning of 1995.
 
<TABLE>   
<CAPTION>
                                                                   DECEMBER 31,
                                                                       1995
                                                                   ------------
     <S>                                                           <C>
     Net sales.................................................... $47,651,868
                                                                   ===========
     Net loss..................................................... $  (448,500)
                                                                   ===========
</TABLE>    
 
3. ACCOUNTS RECEIVABLE
 
  Accounts receivable consist of the following:
 
<TABLE>
<CAPTION>
                                                     DECEMBER 31, SEPTEMBER 30,
                                                         1996         1997
                                                     ------------ -------------
   <S>                                               <C>          <C>
   Trade accounts receivable, net of advance
    payments at December 31, 1996 and September 30,
    1997 of $0 and $1,250,000, respectively.........  $8,433,152   $8,862,649
   Other receivables................................               $  404,887
                                                      ----------   ----------
                                                       8,433,152    9,267,536
   Less allowance for unbillable and uncollectible
    chargebacks.....................................  (3,591,636)  (3,618,739)
                                                      ----------   ----------
                                                      $4,841,516   $5,648,797
                                                      ==========   ==========
</TABLE>
 
4. PROPERTY AND EQUIPMENT
 
  Property and equipment consists of the following:
 
<TABLE>
<CAPTION>
                                                     DECEMBER 31,  SEPTEMBER 30,
                                                         1996          1997
                                                     ------------  -------------
   <S>                                               <C>           <C>
   Telephone systems equipment...................... $11,133,706    $11,954,363
   Furniture and fixtures...........................     101,544        102,344
   Computer system..................................     620,505        778,459
   Vehicles.........................................       7,500         41,875
   Leasehold improvements...........................         672            672
                                                     -----------    -----------
                                                      11,863,927     12,877,713
   Less accumulated depreciation....................  (2,628,145)    (3,751,308)
                                                     -----------    -----------
                                                     $ 9,235,782    $ 9,126,405
                                                     ===========    ===========
</TABLE>
 
5. INTANGIBLE ASSETS
 
  Intangible assets consists of the following:
 
<TABLE>   
<CAPTION>
                                                     DECEMBER 31,  SEPTEMBER 30,
                                                         1996          1997
                                                     ------------  -------------
   <S>                                               <C>           <C>
   Intangible assets:
     Acquired telephone contracts................... $10,803,166    $11,247,265
     Noncompete agreements..........................     163,600        163,600
     Goodwill.......................................  24,512,287     24,512,287
                                                     -----------    -----------
                                                      35,479,053     35,923,152
     Less accumulation amortization.................  (6,141,144)    (8,729,277)
                                                     -----------    -----------
   Total intangible assets.......................... $29,337,909    $27,193,875
                                                     ===========    ===========
</TABLE>    
 
 
                                     F-75
<PAGE>
 
                            INVISION TELECOM, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
6. ACCRUED EXPENSES
 
  Accrued expenses consist of the following:
 
<TABLE>
<CAPTION>
                                                      DECEMBER 31, SEPTEMBER 30,
                                                          1996         1997
                                                      ------------ -------------
   <S>                                                <C>          <C>
   Billing and collection fees....................... $   683,980   $   805,479
   Facility commissions..............................     960,514     1,419,679
   Telephone charges.................................     944,923       745,729
   Other.............................................     486,675       444,450
                                                      -----------   -----------
                                                      $ 3,076,092   $ 3,415,337
                                                      ===========   ===========
</TABLE>
 
7. LONG-TERM DEBT
 
  The Company's long-term debt as of December 31, 1996 and September 30, 1997
is composed of the following:
 
<TABLE>
<CAPTION>
                                                     DECEMBER 31,  SEPTEMBER 30,
                                                         1996          1997
                                                     ------------  -------------
   <S>                                               <C>           <C>
   Debt owed to related party....................... $40,775,115    $42,819,792
   Other............................................     176,550            --
                                                     -----------    -----------
                                                      40,951,665     42,819,792
   Less current portion of long-term debt...........    (176,550)           --
                                                     -----------    -----------
                                                      40,775,115     42,819,792
                                                     ===========    ===========
</TABLE>
 
  DEBT OWED TO RELATED PARTY--The Company has borrowed from its Parent Company
to provide the necessary capital to fund acquisitions and to provide for its
working capital needs. The related party debt does not have repayment terms or
specific interest terms. The Company was charged an effective rate of interest
of approximately 8% for each of the two years ended December 31, 1995 and 1996
and for the nine months ended September 30, 1997.
   
  OTHER DEBT--Other debt at December 31, 1996 consists of two notes payable
issued in conjunction with acquisitions of telephone contracts in 1994 and
1995. This debt was paid off in 1997.     
 
  Because the Company's outstanding debt as of September 30, 1997 does not
have repayment terms and consists solely of debt owed to its Parent Company,
the debt is classified as long-term.
 
  PARENT COMPANY DEBT--All of the Company's assets and stock serve as
collateral for long-term debt of the Parent Company.
 
8. STOCKHOLDER'S EQUITY
 
  COMMON STOCK--The Company has 124,500 shares of common stock issued and
outstanding.
 
  PREFERRED STOCK--The Company has authorized 75,500 shares of preferred stock
which may have voting rights as authorized by the Company's board of
directors. The preferred stock does not have any rights to cumulative
dividends and does not have any liquidation preferences. No preferred stock
has been issued as of September 30, 1997.
 
                                     F-76
<PAGE>
 
                            INVISION TELECOM, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
9. INCOME TAXES
   
  The operating results of the Company are included in the consolidated income
tax return of its Parent Company. In the Company's financial statements,
income taxes have been calculated as if the Company was a stand-alone entity.
    
  The provision for income taxes (benefit) for the years ended December 31,
1995, 1996, and the nine months ended September 30, 1997, are as follows:
 
<TABLE>   
<CAPTION>
                                             1995        1996         1997
                                          ----------  -----------  -----------
     <S>                                  <C>         <C>          <C>
     Current taxes payable (refund):
       Federal..........................  $1,542,207  $(1,803,136) $(2,326,333)
       State............................     181,436     (212,134)    (273,686)
     Deferred income taxes..............  (1,462,854)     (28,757)     196,095
     Deferred income tax asset valuation
      allowance.........................                1,759,186    2,401,868
                                          ----------  -----------  -----------
                                            $260,789    $(284,841) $    (2,056)
                                          ==========  ===========  ===========
</TABLE>    
   
  The provision for income taxes (benefit) differs from statutory rates
primarily as a result of state income taxes and permanent differences. The
following is a reconciliation of income taxes reported in the statement of
operations:     
 
<TABLE>   
<CAPTION>
                                       DECEMBER 31, DECEMBER 31,  SEPTEMBER 30,
                                           1995         1996          1997
                                       ------------ ------------  -------------
     <S>                               <C>          <C>           <C>
     Tax at statutory rates..........    $233,338   $(1,828,866)   $(2,150,879)
     Effect of state income taxes....      27,451      (215,161)      (253,045)
     Deferred income tax asset valua-
      tion allowance.................                 1,759,186      2,401,868
                                         --------   -----------    -----------
                                         $260,789     $(284,841)   $    (2,056)
                                         ========   ===========    ===========
</TABLE>    
 
  The tax effects of temporary differences giving rise to deferred income tax
assets and liabilities were:
 
<TABLE>   
<CAPTION>
                                                    DECEMBER 31, SEPTEMBER 30,
                                                        1996         1997
                                                    ------------ -------------
     <S>                                            <C>          <C>
     Deferred income tax asset:
       Allowance for unbillable and uncollectible
        revenues...................................  $1,364,822   $1,375,121
       Depreciation and amortization...............     394,364      187,969
       Net operating loss carryforward.............                2,597,963
       Deferred tax asset valuation allowance......  (1,759,186)  (4,161,053)
                                                     ----------   ----------
                                                            --           --
                                                     ==========   ==========
</TABLE>    
 
                                     F-77
<PAGE>
 
                            INVISION TELECOM, INC.
 
                  NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
 
 
10. COMMITMENTS AND CONTINGENCIES
 
  LEASES--The Company leases certain personal property under non-cancelable
operating leases.
 
  Future minimum lease payments under operating leases with terms greater than
one year are as follows:
 
<TABLE>   
     <S>                              <C>
     Year Ending September 30,
       1997 (three months)........... $ 92,000
       1998..........................  309,000
       1999..........................  152,000
       2000..........................   42,000
                                      --------
     Total minimum future rental
      payments....................... $595,000
                                      ========
</TABLE>    
          
  CONTINGENCIES--The Company is subject to various legal proceedings and
claims which arise in the ordinary course of business operations. In the
opinion of management, the amount of liability, if any, with respect to these
actions would not materially affect the financial position of the Company or
its results of operations.     
 
11. SUBSEQUENT EVENTS
   
  On October 6, 1997, the Company was sold to Talton Holdings, Inc. for a
purchase price of $42.0 million, subject to adjustment as provided in the
acquisition agreement and subject to a provision for working capital of
approximately $1.2 million provided to the purchaser pursuant to the purchase
agreement.     
 
 
                                     F-78
<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS IN CONNECTION WITH THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHROIZED BY THE COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE OR EXCHANGE MADE HEREUNDER SHALL, UNDER ANY CIRCUM-
STANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED IS COR-
RECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES
OTHER THAN THE SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CON-
STITUTE AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OF-
FER OR SOLICITATION IS UNLAWFUL.
 
                               ----------------
                              TABLE OF CONTENTS
 
 
<TABLE> 
<CAPTION> 
                                                                                         PAGE
                                                                                         ----
<S>                                                                                      <C>
Available Information..................................................................    3
Corporate Structure....................................................................    3
Prospectus Summary.....................................................................    4
Risk Factors...........................................................................   17
The Exchange Offer.....................................................................   24
Use of Proceeds........................................................................   31
Capitalization.........................................................................   32
Pro Forma Financial Data...............................................................   33
Selected Financial Data................................................................   40
Selected Historical Predecessor Financial Data.........................................   42
Management's Discussion and Analysis of Financial Condition and Results of Operations..   45
Business...............................................................................   55
Management.............................................................................   68
Principal Stockholders.................................................................   72
Certain Relationships and Related Transactions.........................................   74
Description of Capital Stock...........................................................   80
Description of Other Indebtedness......................................................   81
Description of Senior Notes............................................................   83
Certain Federal Income Tax Considerations..............................................  110
Plan of Distribution...................................................................  112
Legal Matters..........................................................................  113
Experts................................................................................  113
Special Note Regarding Forward-Looking Information.....................................  114
Index to Financial Statements..........................................................  F-1
Independent Auditors' Report...........................................................  F-2
</TABLE> 
  
                               ----------------
 
 UNTIL           , 1997 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL DEAL-
ERS EFFECTING TRANSACTIONS IN THE NEW NOTES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDI-
TION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN SELLING NEW
NOTES RECEIVED IN EXCHANGE FOR ORIGINAL NOTES HELD FOR THEIR OWN ACCOUNT. SEE
"PLAN OF DISTRIBUTION."
 
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
                                 $115,000,000
 
                             TALTON HOLDINGS, INC.
 
                      11% SERIES B SENIOR NOTES DUE 2007
 
                               ----------------
 
                                  PROSPECTUS
 
                               ----------------
 
 
                                      , 1997
 
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
 
                                    PART II
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  The Company's Certificate of Incorporation provides, consistent with the
provisions of the Delaware General Corporation Law, that no director of the
Company will be personally liable to the Company or any of its stockholders
for monetary damages arising from the director's breach of fiduciary duty as a
director. This does not apply, however, with respect to any action for
unlawful payments of dividends, stock purchases or redemptions, nor does it
apply if the director (i) has breached his duty of loyalty to the Company and
its stockholders; (ii) does not act or, in failing to act, has not acted in
good faith; (iii) has acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, has acted in a manner
involving intentional misconduct or a knowing violation of law; or (iv) has
derived an improper personal benefit. The provisions of the Certificate of
Incorporation eliminating liability of directors for monetary damages do not
affect the standard of conduct to which directors must adhere, nor do such
provisions affect the availability of equitable relief. In addition, such
limitations on personal liability do not affect the availability of monetary
damages under claims based on federal law.
 
  The Company's By-laws provide for indemnification of its officers and
directors to the fullest extent permitted by the Delaware General Corporation
Law.
 
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
  (a) The following is a complete list of Exhibits filed as part of this
Registration Statement, which are incorporated herein:
 
<TABLE>   
<CAPTION>
     EXHIBIT NO. DESCRIPTION
     ----------- -----------
     <C>         <S>
        2.1 +    Asset Purchase Agreement, dated as of August 21, 1997, among
                 the Company, Invision Telecom, Inc., and Communications
                 Central, Inc.
        2.2 +    Contribution Agreement, dated as of December 20, 1996, among
                 the Company, Richard C. Green, Jr., Robert K. Green, T.R.
                 Thompson, Roger K. Sallee, and certain other stockholders,
                 and AmeriTel.
        2.3 +    Contribution Agreement, dated as of December 20, 1996, among
                 the Company, Julius E. Talton, Julius E. Talton, Jr., and
                 James E. Lumpkin.
        2.4 +    Stock Acquisition Agreement, dated as of December 20, 1996,
                 among the Company, Richard C. Green, Jr., Robert K. Green,
                 T.R. Thompson, Roger K. Sallee, and certain other
                 stockholders, and AmeriTel Pay Phones, Inc.
        2.5 +    Stock Acquisition Agreement, dated as of December 20, 1996,
                 among the Company, Julius E. Talton, Julius E. Talton, Jr.,
                 James E. Lumpkin, Carrie T. Glover, Talton
                 Telecommunications Corporation, and Talton
                 Telecommunications of Carolina, Inc.
        3.1 +    Certificate of Incorporation of Talton Holdings, Inc.
        3.2 +    Bylaws of Talton Holdings, Inc.
        3.3**    Articles of Incorporation of AmeriTel Pay Phones, Inc., as
                 amended.
        3.4**    Amended and Restated Bylaws of AmeriTel Pay Phones, Inc.
        3.5**    Articles of Incorporation of Talton Telecommunications
                 Corporation, as amended.
        3.6**    Amended and Restated Bylaws of Talton Telecommunications
                 Corporation.
        3.7**    Articles of Incorporation of Talton Telecommunications of
                 Carolina, Inc., as amended.
 
</TABLE>    
 
                                     II-1
<PAGE>
 
<TABLE>   
<CAPTION>
     EXHIBIT NO. DESCRIPTION
     ----------- -----------
     <C>         <S>
        3.8**    Amended and Restated Bylaws of Talton Telecommunications of
                 Carolina, Inc.
        3.9**    Certificate of Incorporation of Talton STC, Inc.
        3.10**   Bylaws of Talton STC, Inc.
        3.11**   Certificate of Incorporation of Talton Invision, Inc.
        3.12**   Bylaws of Talton Invision, Inc.
        4.1 +    Indenture, dated as of June 27, 1997, between the Company
                 and U.S. Trust Company of Texas, N.A.
        4.2 +    Form of Note (contained in Indenture filed as Exhibit 4.1).
        4.3 +    Form of Subsidiary Guaranty (contained in Indenture filed as
                 Exhibit 4.1).
        4.4 +    Registration Rights Agreement, dated as of June 27, 1997,
                 between the Company and the Initial Purchaser.
        4.5 +    Registration Rights Agreement, dated as of December 27,
                 1996, by and among the Company and certain Holders named
                 therein.
        4.6 +    Shareholders Agreement, dated as of December 27, 1996, by
                 and among the Company and certain Persons named therein.
        4.7 +    Warrant Agreement, dated as of December 27, 1996, between
                 the Company and CIBC Wood Gundy Ventures, Inc.
        4.8 +    Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Gregg L. Engles.
        4.9 +    Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Gregg L. Engles.
        4.10 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Gregg L. Engles.
        4.11 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Onyx Talton Partners, L.P.
        4.12 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Onyx Talton Partners, L.P.
        4.13 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Onyx Talton Partners, L.P.
        4.14 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Joseph P. Urso.
        4.15 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Joseph P. Urso.
        4.16 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Joseph P. Urso.
        4.17 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Todd W. Follmer.
        4.18 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Todd W. Follmer.
        4.19 +   Warrant Agreement, dated as of December 27, 1996, between
                 the Company and Todd W. Follmer.
</TABLE>    
 
                                      II-2
<PAGE>
 
<TABLE>   
<CAPTION>
     EXHIBIT NO. DESCRIPTION
     ----------- -----------
     <C>         <S>
        5.1**    Opinion of Hughes & Luce, L.L.P.
       10.1 +    Purchase Agreement dated as of June 27, 1997, between the
                 Company and the Initial Purchaser.
       10.2 +    Amended and Restated Credit Agreement, dated as of July 30,
                 1997, among the Company, Canadian Imperial Bank of Commerce,
                 CIBC Inc., and First Source Financial LLP.
       10.3 +    Asset Purchase Agreement, dated as of May 9, 1997, among the
                 Company, Security Telecom Corporation, and William H.
                 Ohland.
       10.4 +    First Amendment to Asset Purchase Agreement, dated as of
                 June 21, 1997, among the Company, Security Telecom
                 Corporation, and William H. Ohland.
       10.5 +    Employment Agreement, dated as of June 2, 1997, between the
                 Company and John A. Crooks, Jr.
       10.6 +    Consulting Agreement, dated as of December 27, 1996, between
                 the Company and
                 James E. Lumpkin.
       10.7 +    Consulting Agreement, dated as of December 27, 1996, between
                 the Company and
                 Julius E. Talton.
       10.8 +    Consulting and Strategic Services Agreement, dated as of
                 December 27, 1996, between
                 the Company and EUF Talton, L.P.
       10.9 +    Employment Agreement, dated as of December 27, 1996, between
                 the Company and
                 Julius E. Talton, Jr.
       10.10 +   Employment Agreement, dated as of December 27, 1996, between
                 the Company and
                 John R. Summers.
       10.11 +   Stock Option Letter, dated as of June 2, 1997, from the
                 Company to John A. Crooks, Jr.
       10.12**   Employment Agreement, dated as of November 17, 1997, between
                 the Company and Jeffrey D. Cushman.
       11.1 +    Statement re computation of per share earnings.
       12.1 +    Computation of Ratio of Earnings to Fixed Charges.
       21.1 +    Subsidiaries of the Company.
       23.1**    Consent of Hughes & Luce, L.L.P. (contained in its opinion
                 filed as Exhibit 5.1 hereto).
       23.2**    Consent of Deloitte & Touche LLP.
       23.3**    Consent of Arthur Andersen LLP.
       23.4**    Consent of Borland, Benefield, Crawford & Webster, P.C.
       23.5**    Consent of Davis, Clark and Company, P.C.
       23.6**    Consent of Ginsberg, Weiss & Company
       24.1 +    Power of Attorney (appearing on Signature Page of
                 Registration Statement on Form S-4 filed August 14, 1997,
                 Registration No. 333-33639, except for Power of Attorney
                 with respect to Talton Invision, Inc., appearing on
                 Signature Pages of Pre-Effective Amendment No. 1 to
                 Registration Statement on Form S-4 filed November 7, 1997,
                 Registration No. 333-33639).
       25.1**    Form T-1 Statement of Eligibility of Trustee.
       27.1*     Financial Data Schedule.
</TABLE>    
       
                                      II-3
<PAGE>
 
<TABLE>   
<CAPTION>
     EXHIBIT NO. DESCRIPTION
     ----------- -----------
     <C>         <S>
       99.1 +    Form of Letter of Transmittal.
       99.2 +    Form of Broker, Dealer Letter.
       99.3 +    Form of Clients' Letter.
       99.4 +    Form of Notice of Guaranteed Delivery.
</TABLE>    
- --------
 * To be filed by amendment.
** Filed herewith.
 + Previously filed.
 
  (b) FINANCIAL STATEMENT SCHEDULES.
 
  The following are included in Part II of this Registration Statement:
 
    Schedule II--Valuation and Qualifying Accounts
 
ITEM 22. UNDERTAKINGS
   
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrants of expenses incurred or paid by a
director, officer or controlling person of the Registrants in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.     
   
  The Registrants hereby undertake to respond to requests for information that
is incorporated by reference into the Prospectus pursuant to Item 4, 10(b),
11, or 13 of the Form S-4, within one business day of receipt of such request,
and to send the incorporated documents by first-class mail or other equally
prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the
date of responding to the request.     
   
  The Registrants hereby undertake to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in the
registration statement when it became effective.     
   
  The undersigned Registrants hereby undertake as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the Registrants undertake that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.     
   
  The Registrants undertake that every prospectus (i) that is filed pursuant
to the paragraph immediately preceding, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.     
 
                                     II-4
<PAGE>
 
   
  The undersigned Registrants hereby undertake that:     
 
    (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  a Registration Statement in reliance upon Rule 430A and contained in the
  form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
  (4) or 497(h) under the Securities Act of 1933 shall be deemed part of the
  Registration Statement as of the time it was declared effective.
 
    (2) For purposes of determining any liability under the Securities Act of
  1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new Registration Statement relating to the
  securities offered therein, and the offering of such securities at such
  time shall be deemed to be the initial bona fide offering thereof.
 
    (3) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
 
      (i) To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933;
       
      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) ((S)230.424(b) of this
    chapter), if, in the aggregate, the changes in volume and price
    represent no more than a 20% change in the maximum aggregate offering
    price set forth in the "Calculation of Registration Fee" table in the
    effective registration statement; and     
 
      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement.
 
  Provided, however, that paragraphs (3)(i) and (3)(ii) above do not apply if
  the registration statement is on Form S-3 or Form S-8, and the information
  required to be included in a post-effective amendment by those paragraphs
  is contained in periodic reports filed with or furnished to the Commission
  by the registrants pursuant to section 13 or section 15(d) of the
  Securities Exchange Act of 1934 that are incorporated by reference in the
  registration statement.
 
    (4) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
 
    (5) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
    (6) For purposes of determining any liability under the Securities Act of
  1933, each filing of the Registrant's annual report pursuant to section
  13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
  applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
  incorporated by reference in the registration statement shall be deemed to
  be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
                                     II-5
<PAGE>
 
                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS,
ON THE 16TH DAY OF DECEMBER, 1997.  
 
                                         Talton Holdings, Inc.
 
                                                   
                                         By:      /s/ John R. Summers
                                            ---------------------------------
                                                     JOHN R. SUMMERS
  
                                                   VICE PRESIDENT,  
                                             SECRETARY, AND TREASURER OF THE
                                                         COMPANY
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.

<TABLE> 
<CAPTION> 
 
             SIGNATURE                         TITLE                DATE
<S>                                   <C>                     <C>   
 
                 *                    Director of Talton      December 16, 1997 
- ------------------------------------   Holdings, Inc.          
          GREGG L. ENGLES                                      
                                                               
                 *                    Director of Talton      December 16, 1997 
- ------------------------------------   Holdings, Inc.          
         RICHARD H. HOCHMAN                                    
                                                               
                 *                    Director of Talton      December 16, 1997 
- ------------------------------------   Holdings, Inc.          
           JAY R. LEVINE                                       
                                                               
                 *                    Director of Talton      December 16, 1997 
- ------------------------------------   Holdings, Inc.          
          ROGER K. SALLEE                                      
                                                               
                 *                    Director of Talton      December 16, 1997 
- ------------------------------------   Holdings, Inc.          
           DAVID A. SACHS                                      
                                                               
                 *                    Vice President,         December 16, 1997 
- ------------------------------------   Assistant               
          TODD W. FOLLMER              Secretary,              
                                       Assistant               
                                       Treasurer, and          
                                       Director of Talton      
                                       Holdings, Inc.          
                                                               
        /s/ John R. Summers                                   December 16, 1997 
*By: _______________________________                         
          JOHN R. SUMMERS             Vice President,          
          Attorney-in-fact             Secretary, and          
                                       Treasurer of the        
                                       Company              
                                                               
                 *                    President and Chief     December 16, 1997 
- ------------------------------------   Operating Officer       
        JOHN A. CROOKS, JR.            of the Company          
                                                             
    /s/ Jeffrey D. Cushman                                  
                                                           
*By:                                  Chief Financial          December 16, 1997 
- ------------------------------------   Officer of the          
      JEFFREY D. CUSHMAN               Company  
      

</TABLE> 
 
                                      II-6
<PAGE>
 
                                   SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS,
ON THE 16TH DAY OF DECEMBER, 1997.     
 
                                          Ameritel Pay Phones, Inc.
 
                                                    
                                          By:       /s/ John R. Summers
                                             ---------------------------------
                                              JOHN R. SUMMERS VICE-PRESIDENT
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.

<TABLE>    
<CAPTION>  
 
              SIGNATURE                         TITLE                DATE
              ---------                         -----                ---- 
<S>                                     <C>                      <C> 
                  *                     Director of AmeriTel     December 16, 1997 
- -------------------------------------    Pay Phones, Inc.        
         RICHARD H. HOCHMAN                                       
 
                  *                     Director of AmeriTel     December 16, 1997 
- -------------------------------------    Pay Phones, Inc.        
          NINA E. MCLEMORE                                        
 
                  *                     Director of AmeriTel     December 16, 1997 
- -------------------------------------    Pay Phones, Inc.        
        JULIUS E. TALTON, SR.                                     
 
                  *                     Director of AmeriTel     December 16, 1997 
- -------------------------------------    Pay Phones, Inc.        
           DAVID A. SACHS                                         
 
                  *                     Vice President and       December 16, 1997 
- -------------------------------------    Director of             
           TODD W. FOLLMER               AmeriTel Pay             
                                         Phones, Inc.
 
         
*By:     /s/ John R. Summers            Vice President and       December 16, 1997 
     ---------------------------------   Chief Financial         
           JOHN R. SUMMERS               Officer of AmeriTel                  
          Attorney-in-fact               Pay Phones, Inc.         
                                         (principal            
                                         executive officer,    
                                         principal financial   
                                         officer, and          
                                         principal             
                                         accounting officer)   
                                                               
</TABLE>      
 
                                      II-7
<PAGE>
 
                                   SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS,
ON THE 16TH DAY OF DECEMBER, 1997.     
 
                                          Talton Telecommunications of
                                           Carolina, Inc.
 
                                                 
                                          By:    /s/ Julius E. Talton, Sr.
                                              -------------------------------
                                            JULIUS E. TALTON, SR. CHAIRMAN AND
                                                  CHIEF EXECUTIVE OFFICER
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
 
<TABLE>    
<CAPTION> 

              SIGNATURE                         TITLE                DATE
<S>                                     <C>                      <C> 
 
                  *                     Director of              December 16,
- -------------------------------------    Talton                  1997          
         RICHARD H. HOCHMAN              Telecommunications       
                                         of Carolina, Inc.        
 
                  *                     Director of Talton       December 16,
- -------------------------------------    Telecommunications      1997         
          NINA E. MCLEMORE               of Carolina, Inc.       
 
                  *                     Director of Talton       December 16, 
- -------------------------------------    Telecommunications      1997         
           DAVID A. SACHS                of Carolina, Inc.       
                                                                 
                  *                     Vice President and       December 16,
- -------------------------------------    Director of Talton      1997         
           TODD W. FOLLMER               Telecommunications      
                                         of Carolina, Inc.       

                                                                 
                 *                      Chairman, Chief          December 16,
- -------------------------------------    Executive Officer       1997          
        JULIUS E. TALTON, SR.            and Director of         
                                         Talton Telecommunication
                                         of Carolina, Inc.       
                                         (principal              
                                         executive officer)      
                                                                 
                                                                 
                  *                     Secretary of Talton      December 16,
- -------------------------------------    Telecommunications      1997           
             TOM GLOVER                  of Carolina, Inc.       
                                         (principal
                                         financial officer
                                         and principal
                                         accounting
                                         officer).
 
         /s/ John R. Summers                                     December 16,
*By: ________________________________                            1997           
           JOHN R. SUMMERS                                                    
          Attorney-in-fact                                                    

</TABLE>      
 
                                      II-8
<PAGE>
 
                                   SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS
ON THE 16TH DAY OF DECEMBER, 1997.     
 
                                         Talton Telecommunications Corporation
 
                                                
                                         By:    /s/ Julius E. Talton, Sr.
                                            --------------------------------    
                                             JULIUS E. TALTON, SR. CHAIRMAN
                                              AND CHIEF EXECUTIVE OFFICER
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.

<TABLE> 
<CAPTION> 
 
             SIGNATURE                       TITLE                 DATE
 <S>                                  <C>                      <C>   
                 *                    Director of Talton        
- ------------------------------------   Telecommunications      December 16,
         RICHARD H. HOCHMAN            Corporation              1997 
 
                 *                    Director of Talton       
- ------------------------------------   Telecommunications      December 16,
          NINA E. MCLEMORE             Corporation              1997 
 
                 *                    Director of Talton      
- ------------------------------------   Telecommunications      December 16,
           DAVID A. SACHS                                       1997 
 
                 *                    Vice President and      
- ------------------------------------   Director of Talton      December 16,
          TODD W. FOLLMER              Telecommunications       1997
                                       Corporation
 
                 *                    Chairman, Chief          
- ------------------------------------   Executive Officer       December 16,
       JULIUS E. TALTON, SR.           and Director of          1997
                                       Talton
                                       Telecommunications
                                       Corporation
                                       (principal
                                       executive officer)
 
                 *                    Secretary of Talton      
- ------------------------------------   Telecommunications      December 16,
             TOM GLOVER                Corporation              1997
                                       (principal
                                       financial officer,
                                       principal
                                       accounting
                                       officer)
 
*By:   /s/  John R. Summers
     -------------------------------
          JOHN R. SUMMERS                                      December 16,
          Attorney-in-fact                                      1997 

</TABLE> 
 
                                      II-9
<PAGE>
 
                                   SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS,
ON THE 16TH DAY OF DECEMBER, 1997.     
 
                                          Talton STC, Inc.
 
                                                    
                                          By:    /s/ John R. Summers
                                              ------------------------------    
                                                      JOHN R. SUMMERS
                                                      VICE PRESIDENT
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.

<TABLE>    
<CAPTION> 
 
              SIGNATURE                         TITLE                DATE
<S>                                     <C>                      <C>     

                  *                     President and            
- -------------------------------------    Director of Talton      December 16,
           TODD W. FOLLMER               STC, Inc.                1997 
                                         (principal
                                         executive officer)
 
         /s/ John R. Summers
*By: ________________________________   Vice President of       
           JOHN R. SUMMERS               Talton STC, Inc.        December 16,
          Attorney-in-fact               (principal               1997
                                         financial officer
                                         and principal
                                         accounting officer)
 
</TABLE>      
 
                                     II-10
<PAGE>
 
                                  SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS,
ON THE 16TH DAY OF DECEMBER, 1997.     
 
                                          Talton Invision, Inc.
 
                                                    
                                          By:       /s/ John R. Summers
                                             ---------------------------------
                                                      JOHN R. SUMMERS
                                              VICE PRESIDENT, SECRETARY, AND
                                                         TREASURER
 
                               POWER OF ATTORNEY
 
  Know All Men By These Presents that each person whose signature appears
below constitutes and appoints John A. Crooks, Jr., Todd W. Follmer, and John
R. Summers, and each of them, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for such person
and in such person's name, place and stead, in any and all amendments
(including post-effective amendments to this Registration Statement) and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorneys-on-fact and
agents or any of them, or their or his substitute of substitutes, may lawfully
do or cause to be done by virtue hereof.
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>     
<CAPTION>  

              SIGNATURE                        TITLE                 DATE
              ---------                        -----                 ----
<S>                                    <C>                       <C> 
 
         /s/ Todd W. Follmer           President, Assistant      December 16, 1997 
- -------------------------------------   Secretary, and           
           TODD W. FOLLMER              Director of Talton        
                                        Invision, Inc.
                                        (principal
                                        executive officer)
 
         /s/ John R. Summers           Vice President,           December 16, 1997 
- -------------------------------------   Secretary, and           
           JOHN R. SUMMERS              Treasurer of Talton       
                                        Invision, Inc.
                                        (principal
                                        financial officer
                                        and principal
                                        accounting officer)
 
       /s/ John A. Crooks, Jr.         Vice President and        December 16, 1997 
- -------------------------------------   Assistant Secretary      
         JOHN A. CROOKS, JR.            of Talton Invision,       
                                        Inc.
 
           /s/ Brenda King             Assistant Secretary       December 16, 1997 
- -------------------------------------   of Talton Invision,      
             BRENDA KING                Inc.                      
 
</TABLE>     
                                     II-11
<PAGE>
 
                             TALTON HOLDINGS, INC.
 
                                  SCHEDULE II
 
                       VALUATION AND QUALIFYING ACCOUNTS
 
                     FOR THE MONTH ENDED DECEMBER 31, 1996
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
COL. A                                   COL. B     COL. C     COL. D   COL. E
                                                  ADDITIONS
                                                  CHARGED TO
                                        BEGINNING COSTS AND             ENDING
DESCRIPTION                              BALANCE   EXPENSE   DEDUCTIONS BALANCE
- -----------                             --------- ---------- ---------- -------
<S>                                     <C>       <C>        <C>        <C>
Allowance for doubtful accounts........   1,195      654        724      1,125
</TABLE>
 
                                     II-12


<PAGE>
 
                                                                     EXHIBIT 3.3

                           CERTIFICATE OF AMENDMENT
                                      OF
                           ARTICLES OF INCORPORATION
                                      OF
                           AMERITEL PAY PHONES, INC.
                                        
     The undersigned, AmeriTel Pay Phones, Inc., a Missouri corporation (the
"Corporation"), for the purpose of amending the Articles of Incorporation of the
Corporation in accordance with the General and Business Corporation Law of
Missouri, does hereby make and execute this Certificate of Amendment of Articles
of Incorporation and does hereby certify that:

     1.   The name of the Corporation and the name under which the Corporation
was originally organized is AmeriTel Pay Phones, Inc.

     2.   The amendment to the Articles of Incorporation of the Corporation was
adopted by the shareholders of the Corporation on April 4,1995 pursuant to the
following resolution:

          RESOLVED, that the Articles of Incorporation of the Corporation be,
     and hereby are, amended to read in their entirety as set forth in Exhibit A
                                                                       ---------
     attached hereto.

Attached hereto as Exhibit A is a true and complete copy of the Exhibit A
                   ---------                                    ---------
referenced in the foregoing resolution.

     3.   At the time of the adoption of the foregoing amendment to the Articles
of Incorporation of the Corporation, the Corporation had 9,375 shares of common
stock issued and outstanding, all of which were entitled to vote on the
foregoing amendment.

     4.   The foregoing amendment was adopted by the unanimous vote of the
shareholders of the Corporation and, thus, 9,375 shares of common stock voted
for the foregoing amendment and no shares of common stock voted against the
foregoing amendment.

     5.   The foregoing amendment provides for the reclassification of the
shares of common stock as follows:

          The total number of shares of all classes of stock which the
     Corporation shall have the authority to issue consists of (a) 10,000,000
     shares of common stock, $0.01 par value per share ("Common Stock"), and (b)
     500,000 shares of preferred stock, $0.01 par value per share ("Preferred
     Stock"), amounting in the aggregate to 10,500,000 shares of capital stock.
     The presently issued and outstanding shares of the Corporation's $1.00 par
     value common stock automatically shall, without any action on the part of
     the holders thereof, become and be reclassified and converted into shares
     of Common Stock, on the basis of one share of the Corporation's $1.00 par
     value common stock for three-hundred thirty and seven-tenths (330.7) shares
     of Common Stock; provided, however, that no fractional shares of Common
     Stock shall be issued in connection with the reclassification and
     conversion, but in lieu thereof each holder of presently issued and
     outstanding shares of common stock of the Corporation's $1.00 par value
     common stock who otherwise would be entitled to 

                                       1

<PAGE>
 
     receive a fractional share of Common Stock shall receive one (1) additional
     share of Common Stock. Each holder of any outstanding certificate or
     certificates formerly representing shares of the Corporation's $1.00 par
     value common stock shall surrender the same for cancellation to the
     Corporation or its designated agent, and shall receive in exchange therefor
     certificates representing the appropriate number of full shares of Common
     Stock. Until so surrendered, each outstanding certificate formerly
     representing shares of the Corporation's $1.00 par value common stock shall
     be deemed for all purposes to evidence the number of shares of Common Stock
     into which the same shall have been reclassified and converted.

     IN WITNESS WHEREOF, this Certificate of Amendment has been executed by the
Corporation by its President and Secretary, and verified by its Secretary, as of
this ____ day of April, 1995.
     

                                    AMERITEL PAY PHONES, INC.
[Seal]

                                    By:  /s/ ROGER K. SALLEE
                                       -------------------------------------
                                           Roger K. Sallee, President



                                    By:  /s/ JEFFERY D. AYERS
                                       -------------------------------------
                                           Jeffrey D. Ayers, Secretary


VERIFY:


       /s/ JEFFREY D. AYERS
- ---------------------------------
Jeffrey D. Ayers, Secretary

                                       2

<PAGE>
 
                                                                       Exhibit A
                                                                       ---------
                                                                                
                                        
                       AMENDED ARTICLES OF INCORPORATION
                                      OF
                           AMERITEL PAY PHONES, INC.
                                        
                                  ARTICLE ONE
                                  -----------
                                        
     The name of the Corporation is:  AmeriTel Pay Phones, Inc.

                                  ARTICLE TWO
                                  -----------
                                        
     The address of the Corporation's registered office in the State of Missouri
is 2300 Main, Suite 1100, Kansas City, Missouri 64108.  The name of the
Corporation's registered agent at such address is BSMWL, Inc.

                                 ARTICLE THREE
                                 -------------
                                        
     The total number of shares of all classes of stock which the Corporation
shall have the authority to issue consists of (a) 10,000,000 shares of common
stock, $0.01 par value per share ("Common Stock"), and (b) 500,000 shares of
preferred stock, $0.01 par value per share ("Preferred Stock"), amounting in the
aggregate to 10,500,000 shares of capital stock.  The presently issued and
outstanding shares of the Corporation's $1.00 par value common stock
automatically shall, without any action on the part of the holders thereof,
become and be reclassified and converted into shares of Common Stock, on the
basis of one share of the Corporation's $1.00 par value common stock for three-
hundred thirty and seven-tenths (330.7) shares of Common Stock; provided,
however, that no fractional shares of Common Stock shall be issued in connection
with the reclassification and conversion, but in lieu thereof each holder of
presently issued and outstanding shares of common stock of the Corporation's
$1.00 par value common stock who otherwise would be entitled to receive a
fractional share of Common Stock shall receive one (1) additional share of
Common Stock.  Each holder of any outstanding certificate or certificates
formerly representing shares of the Corporation's $1.00 par value common stock
shall surrender the same for cancellation to the Corporation or its designated
agent, and shall receive in exchange therefor certificates representing the
appropriate number of full shares of Common Stock.  Until so surrendered, each
outstanding certificate formerly representing shares of the Corporation's $1.00
par value common stock shall be deemed for all purposes to evidence the number
of shares of Common Stock into which the same shall have been reclassified and
converted.

     The following is a statement of the voting powers, designations,
preferences and rights, and the qualifications, limitations and restrictions
thereof, in respect of each class of capital stock of the Corporation:

A.   COMMON STOCK.
     ------------ 

     1.   General.  The voting, dividend and liquidation rights of the holders
          -------     
of the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock 

                                       3

<PAGE>
 
of any series as may be designated by the Board of Directors upon any issuance
of the Preferred Stock of any series.

     2.   Voting.  The holders of the Common Stock are entitled to one vote for
          ------                                                               
each share of Common Stock held at all meetings of shareholders (and written
actions in lieu of meetings).  There shall be no cumulative voting.

     3.   Dividends.  Dividends may be declared and paid on the Common Stock
          ---------                                                         
from funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding series of Preferred Stock.

     4.   Liquidation.  Upon the dissolution or liquidation of the Corporation,
          -----------                                                          
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
shareholders, subject to any rights of any then outstanding series of Preferred
Stock.

B.   PREFERRED STOCK.
     --------------- 

     Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided.  Authority is
hereby expressly granted to the Board of Directors from time to time to issue
the Preferred Stock in one or more series, and in connection with the creation
of any such series, by resolution or resolutions providing for the issue of the
shares thereof, to determine and fix such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations and
restrictions thereof, including, without limitation, dividend rights conversion
rights, redemption privileges and liquidation preferences, as shall be stated
and expressed in such resolutions, all to the full extent now or hereafter
permitted by The General and Business Corporation Law of Missouri.  Without
limiting the generality of the foregoing, except as otherwise provided herein or
in the resolutions providing for the issuance of any series of Preferred Stock,
the resolutions providing for issuance of any series of Preferred Stock may
provide that such series shall be superior or rank equally or be junior to the
Preferred Stock of any other series to the extent permitted by law.  Except as
otherwise provided herein or in the resolutions providing for the issuance of
any series of Preferred Stock, no vote of the holders of the Preferred Stock or
Common Stock shall be a prerequisite to the issuance of any shares of any series
of the Preferred Stock authorized by and complying with the conditions of the
Articles of Incorporation.

C.   SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK
     -----------------------------------------------

     1.   Designation.  500,000 shares of the authorized and unissued Preferred
          -----------                                                          
Stock of the Corporation are hereby designated "Series A Redeemable Convertible
Preferred Stock" (the "Series A Preferred Stock"), with the following rights and
limitations.

     2.   Dividends.
          --------- 

          (a)  Amount.  The holder of each share of Series A Preferred Stock
               ------                                                       
shall be entitled to receive, out of any funds legally available therefor, with
respect to each three-month period ending on an anniversary, or ending on a date
occurring three months, six months or 

                                       4
<PAGE>
 
nine months after an anniversary, of the date on which a share of Series A
Preferred Stock is first issued by the Corporation (the "Original Issue Date")
or such portion thereof that such share of Series A Preferred Stock is
outstanding (each a "Quarterly Dividend Period"), the greater of (i) dividends
equal to the product, rounded to the nearest basis point, of (A) the Dividend
Rate (as defined in subsection 2(d) below), multiplied by (B) $6.25 (the "Stated
Amount"), as adjusted appropriately for stock splits, stock dividends,
combinations or similar recapitalizations affecting the Series A Preferred
Stock, and multiplied by (C) with respect to each share that is outstanding for
all of the applicable Quarterly Dividend Period, twenty-five percent (25%), and
with respect to each share that is outstanding for a portion, but not all, of
the applicable Quarterly Dividend Period, a fraction, the numerator of which is
equal to the number of days that such share is outstanding during such Quarterly
Dividend Period, and the denominator of which is the number of days in such
Quarterly Dividend Period ("Preferential Dividends") or (ii) such dividends as
would be paid on each share of Common Stock into which each share of Series A
Preferred Stock could be converted on the applicable record date (the
"Conversion Dividends").

          (b)  Preference.  In any case where the dividends to which the holders
               ----------                                                       
of Series A Preferred Stock are entitled under subsection 2(a) above are
Preferential Dividends, no dividends shall be paid on any Common Stock or any
other shares of capital stock of the Corporation (other than Series A Preferred
Stock) during any fiscal year of the Corporation until all Preferential
Dividends have been paid or declared and set apart during and with respect to
that fiscal year.

          (c)  Cumulation.  Preferential Dividends on each share of Series A
               ----------                                                   
Preferred Stock shall be cumulative, whether or not earned or declared, so that
if at any time full cumulative dividends in the amount set forth in subsection
2(a) above on all shares of Series A Preferred Stock then outstanding shall not
have been paid or declared and set apart for payment, the amount of the
deficiency shall be paid or declared and set apart for payment before any
dividends shall be paid on any Common Stock or any other shares of capital stock
of the Corporation.

          (d)  Dividend Rate.  For purposes of this Section 2, the term
               -------------                                           
"Dividend Rate" means (i) for the one-year period ending on the first
anniversary of the Original Issue Date, eight percent (8%), (ii) for the one-
year period ending on the second anniversary of the Original Issue Date, ten
percent (10%), and (iii) for the one-year period ending on the third anniversary
of the Original Issue Date and each one-year period thereafter, twelve percent
(12%).

          (e)  Payment.  Preferential Dividends shall be payable in arrears no
               -------                                                        
later than the fifteenth (15th) day following the end of the applicable
Quarterly Dividend Period, and, at the option of the Corporation, shall be
payable either in cash or additional shares of Series A Preferred Stock, the
number of shares of which per share of Series A Preferred Stock then outstanding
shall equal the quotient of (i) the cash value per share of the applicable
Preferential Dividend, divided by (ii) the total of (A) if the then effective
Conversion Number (as defined in Section 5(a) below) is one, $6.25, or if the
then effective Conversion Number is greater than one, the consideration per
share (as determined pursuant to Section 5(e)(v) below) with respect to the
Additional Shares of Common Stock (as defined in Section 5(e)(i)(D) below)
issued (or deemed issued) that caused the then most recent adjustment to the
Conversion Number, plus (B) the earnings per share of Common Stock (on a fully
diluted basis), if any, from the Applicable Date (as defined below) to the end
of the applicable 

                                       5
<PAGE>
 
Quarterly Dividend Period, less (C) the net loss per share of Common Stock (on a
fully diluted basis), if any, from the Applicable Date to the end of the
applicable Quarterly Dividend Period, and less (D) the fair market value of any
dividends (other than dividends payable in shares of the Corporation) per share
of Common Stock (on a fully diluted basis) declared and paid by the Company on
the Common Stock or, if not deducted previously in the earnings per share or net
loss per share calculation set forth in clauses (B) and (C) of this subsection
(e), the Series A Preferred Stock, or both, from the Applicable Date to the end
of the applicable Quarterly Dividend Period. For purposes of this subsection
(e), the term "Applicable Date" shall mean the later of the date that shares of
Series A Preferred Stock are first issued by the Corporation and the date of the
then most recent adjustment to the Conversion Number. In the event Preferential
Dividends are paid in shares of Series A Preferred Stock, such shares shall be
deemed to have been issued for all purposes as of the end of the Quarterly
Dividend Period with respect to which such shares are issued.

          (f)  Compounding.  In the event Preferential Dividends are not
               -----------                                              
declared and paid as contemplated by the foregoing subsections of this Section 2
for a Quarterly Dividend Period, the cash value per share of the accrued
Preferential Dividends with respect to any such Quarterly Dividend Period shall
be added (solely for the purpose of calculating dividends payable in the Series
A Preferred Stock) to the Stated Amount as of the beginning of the Quarterly
Dividend Period next succeeding the Quarterly Dividend Period as to which such
Preferential Dividends were not paid, and shall thereafter accrue additional
dividends in respect thereof as contemplated by this Section 2, for such period
of time until such accrued Preferential Dividends are so paid.

     3.   Liquidation, Dissolution or Winding Up.
          -------------------------------------- 

          (a)  Preference.  In the event of any voluntary or involuntary
               ----------                                               
liquidation, dissolution or winding up of the Corporation (a "Liquidating
Event"), the holders of then outstanding shares of Series A Preferred Stock
shall be entitled to be paid, prior and in preference to any distribution of any
of the assets or surplus funds of the Corporation to the holders of Common Stock
by reason of their ownership thereof, out of the assets of the Corporation
available for distribution to its shareholders, an amount equal to $6.25 per
share, subject to appropriate adjustment in the event of any stock dividend
(including any stock dividend pursuant to subsection 2(e) above), stock split,
combination or other similar recapitalization affecting such shares, plus an
amount equal to full cumulative and, if applicable, compounded dividends
(whether or not earned or declared) accrued and unpaid thereon, to and including
the date full payment shall be tendered to the holders of the Series A Preferred
Stock with respect to such Liquidating Event.  If upon the occurrence of any
Liquidating Event the remaining assets of the Corporation available for
distribution to its shareholders shall be insufficient to pay the holders of
shares of Series A Preferred Stock the full amount to which they shall be
entitled, the holders of shares of Series A Preferred Stock shall share ratably
in any distribution of the remaining assets and funds of the Corporation in
proportion to the respective amounts which would otherwise be payable in respect
of the shares held by them upon such distribution if all amounts payable on or
with respect to such shares were paid in full.

          (b)  Common Stock.  Subject to the payment in full of the liquidation
               ------------                                                    
preferences with respect to the Series A Preferred Stock as provided in
subsection 3(a) above, if upon the occurrence of such Liquidating Event any
assets and funds of the Corporation are legally available for distribution, then
a dividend shall be payable on each share of Common 

                                       6
<PAGE>
 
Stock then outstanding, prior and in preference to any further distribution of
any of the assets or surplus funds of the Corporation to the holders of the
Series A Preferred Stock by reason of their ownership thereof, in an amount
equal to the per share cash consideration received by the Corporation upon its
issuance of Common Stock to the initial holder of such share (as adjusted for
any stock dividends, stock splits, combinations or similar recapitalizations
affecting such shares). Subject to the payment in full of the liquidation
preferences with respect to the Series A Preferred Stock as provided in
subsection 3(a) above, if upon the occurrence of such Liquidating Event the
assets and funds thus distributed among the holders of the Common Stock shall be
insufficient to permit the payment to such holders of the full aforesaid
preferential amount, then the entire remaining assets and funds of the
Corporation legally available for distribution shall be distributed among the
holders of the Common Stock in proportion to the weighted value of shares of
Common Stock (as determined by the per share cash consideration received by the
Corporation upon issuance of the Common Stock to the original holder thereof)
then held by them.

          (c)  Participation.  After payment to the holders of the Common Stock
               -------------                                                   
and the Series A Preferred Stock of the amounts set forth in subsections 3(a)
and (b) above and payment of liquidating distributions to the holders of any
other series of Preferred Stock, the entire remaining assets and funds of the
Corporation legally available for distribution, if any, shall be distributed
among the holders of the Common Stock and the Series A Preferred Stock in
proportion to the shares of Common Stock then held by them and the shares of
Common Stock which they then have the right to acquire upon conversion of the
shares of Series A Preferred Stock then held by them.

          (d)  Certain Transactions Deemed Liquidating Event.  A consolidation
               ---------------------------------------------                  
or merger of the Corporation with or into another corporation or entity, or a
sale of all or substantially all of the assets of the Corporation (individually,
a "Fundamental Transaction"), shall be regarded as a Liquidating Event within
the meaning of this Section 3 unless (i) on or prior to the tenth day following
the date on which the holders of the Series A Preferred Stock receive notice of
such Fundamental Transaction the holders of not less than sixty-seven percent
(67%) of the then outstanding shares of Series A Preferred Stock give notice to
the Corporation that such Fundamental Transaction shall not be regarded as a
Liquidating Event or (ii) any director elected by the holders of Series A
Preferred Stock votes in favor of the Fundamental Transaction (or abstains from
voting in respect thereof), in which case the Fundamental Transaction shall not
be regarded as a Liquidating Event.

     4.   Voting.
          ------ 

          (a)  General.  Each holder of outstanding shares of Series A Preferred
               -------                                                          
Stock shall be entitled to the number of votes equal to the number of whole
shares of Common Stock into which the shares of Series A Preferred Stock held by
such holder are convertible (as adjusted from time to time pursuant to Section 5
hereof), at each meeting of shareholders of the Corporation (and written actions
of shareholders in lieu of meetings) with respect to any and all matters
presented to the shareholders of the Corporation for their action or
consideration.  Except as provided by law or by the provisions of subsections
4(b) or 4(c) below, holders of Series A Preferred Stock shall vote together with
the holders of Common Stock as a single class.

          (b)  Directors. Until such time that the sum of (i) the number of then
               ---------                                           
outstanding shares of Common Stock that have been issued as a result of a
conversion of 

                                       7
<PAGE>
 
shares of Series A Preferred Stock into shares of Common Stock ("Converted
Common Stock") that are then held by the shareholder to which the shares of
Series A Preferred Stock were issued originally (the "Original Preferred
Shareholder"), and (ii) the number of shares that may be Converted Common Stock
as a result of conversion of then outstanding shares of Series A Preferred Stock
that are then held by the Original Preferred Shareholder into shares of Common
Stock, is less than 80,000 (such number being subject to appropriate adjustment
in the event of (A) any stock dividend, stock split, combination or other
similar recapitalization affecting the Common Stock, or (B) any adjustment to
the conversion ratio pursuant to Section 5(e) below), the holders of record of
the outstanding shares of Series A Preferred Stock, voting exclusively and as a
separate class, shall be entitled to elect one of the total number of directors
of the Corporation, and the holders of record of the outstanding shares of
Common Stock, voting exclusively and as a separate class, shall be entitled to
elect the remaining number of directors of the Corporation. At any meeting held
for the purpose of electing directors, the presence in person or by proxy of the
holders of a majority of the shares of Series A Preferred Stock then outstanding
shall constitute a quorum of the Series A Preferred Stock for the purpose of
electing directors by holders of the Series A Preferred Stock. A vacancy in any
directorship filled by the holders of Series A Preferred Stock shall be filled
only by vote or written consent in lieu of a meeting of the holders of the
Series A Preferred Stock.

          (c)  Veto Rights.  In addition to any other rights provided by law or
               -----------                                                     
in this Section 4, so long as not less than 40% of the then outstanding shares
of Series A Preferred Stock are held by a single person or entity and at least
80,000 of the shares of Series A Preferred Stock (such number being subject to
appropriate adjustment in the event of any stock dividend, stock split,
combination or other similar recapitalization affecting the Series A Preferred
Stock) are outstanding and held by Original Preferred Shareholders, the
Corporation shall not, without the prior written consent of holders of at least
fifty-one percent (51%) of the then outstanding shares of Series A Preferred
Stock:

               (i)    Declare or pay any dividends of any kind on the Common
Stock;

               (ii)   Make any loan or advance to any employee, except advances
and similar expenditures in the ordinary course of business (including advances
for travel expenses or in respect of salaries or commissions not yet due or
owing);

               (iii)  Guarantee, directly or indirectly, any indebtedness except
for guarantees arising in the ordinary course of the Corporation's business;

               (iv)   Merge with or into or consolidate with any other
corporation unless the Corporation is the surviving corporation, or sell, lease,
or otherwise dispose of all or substantially all of its properties or assets;

               (v)    Make any redemption or purchase or otherwise acquire any
of its capital stock, now or hereafter issued, of any class, except for (A) any
redemption or repurchase of shares of Series A Preferred Stock pursuant to
Section 6 below or upon an event of default pursuant to any stock purchase
agreement between the Corporation and the Original Preferred Shareholders dated
on or before the Original Issue Date, (B) repurchases of shares of capital stock
pursuant to any incentive compensation arrangement adopted by the Corporation
(an "Employee Plan") and (C) repurchases of shares of capital stock owned by any
employee of the Corporation pursuant to an employment agreement between the
Corporation and such employee dated on or before the Original Issue Date;

                                       8
<PAGE>
 
               (vi)   Modify or amend the Corporation's Articles of
Incorporation or bylaws (including, without limitation, any change in the
present capitalization of the Corporation or any changes in the number of
directors of the Corporation);

               (vii)  Unless the prior approval of the Corporation's Board of
Directors is obtained, mortgage, pledge or encumber all or substantially all of
the Corporation's assets or property now owned or hereafter acquired by it, or
permit any corporation or other entity, a majority of the voting stock or equity
interests having voting rights of which is owned or controlled by the
Corporation, to mortgage, pledge or encumber all or substantially all of such
corporation's assets or property now or hereafter acquired by it, except for (A)
the lien of taxes, assessments or other governmental charges not yet due which
may be paid without penalty, (B) liens of carriers, warehousemen, materialmen
incurred in the ordinary course of business for sums not yet due, (C) any pledge
or lien securing only unemployment insurance, workmen's compensation or similar
obligations which are not in default, and (D) sales in the ordinary course of
business;

               (viii) Incur expenditures in excess of the capital budget
contained in the Corporation's budget and development schedule for the
applicable fiscal year of the Corporation; .

               (ix)   Own, or permit any subsidiary of the Corporation to own,
any voting stock or equity interests having voting rights of any corporation,
partnership or other entity unless such corporation, partnership or other entity
is wholly-owned by the Corporation, either directly or indirectly through any
subsidiary or subsidiaries of the Corporation;

               (x)    Repay any indebtedness now or hereafter owing to any
shareholder of the Corporation or Avis G. Tucker except as shall become due and
payable in accordance with the terms and conditions of such indebtedness; or

               (xi)   Purchase or otherwise acquire assets requiring
expenditures in excess of $250,000 without the prior approval of the Board of
Directors of the Corporation.

For purposes of this subsection 4(c), a corporation or other entity, a majority
of the voting stock or equity interests having voting rights of which is owned
or controlled by the Corporation, is a "subsidiary" of the Corporation.

     5.   Conversion.  The holders of the Series A Preferred Stock shall have
          ----------                                                         
conversion rights as follows (the "Conversion Rights"):

          (a)  Right to Convert. Each share of Series A Preferred Stock shall be
               ----------------                                       
convertible, at the option of the holder thereof, at any time and from time to
time, into the Conversion Number (as defined below) of fully paid and
nonassessable shares of Common Stock as is in effect at the time of conversion;
provided, however, that such conversion shall not effect the right of the
- --------  -------                                                        
holders of such Series A Preferred Stock to receive an amount equal to full
cumulative and, if applicable, compounded dividends (whether or not earned or
declared) on the shares of Series A Preferred Stock so converted, to and
including the date of such conversion, such amount to be payable in cash (or, in
the event a sufficient amount of cash is not then available, Common Stock at the
then fair market value, as determined (i) in good faith by the Board of
Directors of the Corporation, or (ii) if so requested by the holder of 

                                       9

<PAGE>
 
shares of Series A Preferred Stock being converted no later than 5 days after
such determination by the Board, by a regionally or nationally recognized
investment banking firm or a member of a recognized professional organization of
business appraisers (an "Independent Appraiser") selected by the Corporation
that is reasonably acceptable to such holder of Series A Preferred Stock, and
half of the cost of the appraisal shall be paid by such holder of Series A
Preferred Stock and half will be paid by the Corporation). The Conversion Number
initially shall be one (1) (the "Conversion Number"), but shall be subject to
adjustment as provided below. In the event of a notice of redemption of any
shares of Series A Preferred Stock pursuant to Section 6 hereof, the Conversion
Rights of the shares designated for redemption shall terminate at the close of
business on the fifth full day preceding the date fixed for redemption, unless
the redemption price is not paid when due, in which case the Conversion Rights
for such shares shall continue until such price is paid in full. In the event of
a liquidation of the Corporation, the Conversion Rights shall terminate at the
close of business on the first full day preceding the date fixed for the payment
of any amounts distributable on liquidation to the holders of Series A Preferred
Stock.

          (b)  Automatic Conversion.  Upon (i) the sale of shares of Common
               --------------------                                        
Stock in the Corporation's first underwritten public offering pursuant to an
effective registration statement under the Securities Act of 1933, as amended,
resulting in at least $10,000,000 of gross proceeds to the Corporation (a
"Public Offering") or (ii) the date specified by vote or written consent of
holders of at least fifty-one percent (51%) of the then outstanding shares of
Series A Preferred Stock, each duly issued and outstanding share of the Series A
Preferred Stock shall, as of such date, be converted into the Conversion Number
(as in effect, in regards to a Public Offering, immediately after any adjustment
thereto pursuant to subsection 5(e) below as a result of the Public Offering,
and in regards to such a vote or consent, immediately prior to such conversion)
of fully paid and nonassessable shares of the Common Stock; provided, however,
                                                            --------  --------
that such conversion shall not affect the right of the holders of such Series A
Preferred Stock to receive, out of the proceeds of such Public Offering or
otherwise, an amount equal to full cumulative and, if applicable, compounded
dividends (whether or not earned or declared) on the shares of Series A
Preferred Stock so converted, to and including the closing date of the Public
Offering or the date specified by such vote or consent, as the case may be, such
amount to be payable in cash (or, in the event a sufficient amount of cash is
not then available, Common Stock at the then fair market value, as determined by
an Independent Appraiser selected by the Corporation that is reasonably
acceptable to the holders of at least fifty-one percent (51%) of the then
outstanding shares of Series A Preferred Stock).  The Corporation shall give the
holders of the Series A Preferred Stock notice of the filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of any
registration statement relating to any proposed Public Offering not less than 30
days prior to such filing.  The holders of shares of Series A Preferred Stock
shall present such shares for surrender to the Corporation in accordance with
the provisions of subsection 5(d)(i) below on or before the closing date of such
Public Offering and the Corporation shall issue to such holders a certificate or
certificates for shares of Common Stock in accordance with the provisions of
subsection 5(d)(i) below on such closing date.

          (c)  Fractional Shares.  No fractional shares of Common Stock shall be
               -----------------                                                
issued upon conversion of the Series A Preferred Stock.  In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then fair
market value of the Common Stock, as determined in good faith by the Board of
Directors of the Corporation.

                                      10

<PAGE>
 
          (d)  Mechanics of Conversion.
               ------------------------

               (i)    Surrender of Certificates. In order for a holder of Series
                      -------------------------
A Preferred Stock to convert shares of Series A Preferred Stock into shares of
Common Stock, such holder shall surrender the certificate or certificates for
such shares of Series A Preferred Stock, at the office of the transfer agent for
the Series A Preferred Stock (or at the principal office of the Corporation if
the Corporation serves as its own transfer agent), together with written notice
that such holder elects to convert all or any number of the shares of the Series
A Preferred Stock represented by such certificate or certificates. Such notice
shall state such holder's name or the names of the nominees in which such holder
wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be
endorsed or accompanied by a written instrument or instruments of transfer, in
form satisfactory to the Corporation, duly executed by the registered holder or
his or its attorney duly authorized in writing. The date of receipt of such
certificates and notice by the transfer agent (or by the Corporation if the
Corporation serves as its own transfer agent) shall be the conversion date
("Conversion Date"). The Corporation shall, as soon as practicable after the
Conversion Date, issue and deliver at such office to such holder of Series A
Preferred Stock, or to his or its nominees, a certificate or certificates for
the number of shares of Common Stock to which such holder shall be entitled,
together with cash in lieu of any fraction of a share.

               (ii)   Reservation of Common Stock. The Corporation shall, at all
                      ---------------------------               
times when the Series A Preferred Stock shall be outstanding, reserve and keep
available out of its authorized but unissued stock for the purpose of effecting
the conversion of the Series A Preferred Stock, such number of its duly
authorized shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding Series A Preferred Stock.  Before
taking any action which would cause an adjustment reducing the Conversion Number
whereby shares of Common Stock issuable upon conversion of the Series A
Preferred Stock would be issued at an issuance price below the then par value
thereof, the Corporation will take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Corporation may validly
and legally issue fully paid and nonassessable shares of Common Stock at such
adjusted Conversion Number.

               (iii)  Unpaid Dividends. Upon any such conversion, no adjustment
                      ----------------
to the Conversion Number shall be made for any accrued and unpaid dividends on
the Series A Preferred Stock surrendered for conversion or on the Common Stock
delivered upon conversion. Upon any such conversion, full cumulative and, if
applicable, compounded dividends (whether or not earned or declared) from the
applicable date of issuance to such Conversion Date shall be paid on the Series
A Preferred Stock surrendered for conversion, such dividends to be paid in cash
(or, in the event a sufficient amount of cash is not then available, Common
Stock at the then fair market value, as determined in the manner described in
subsection (a) or (b), as the case may be, of this Section 5).

               (iv)   No Rights. All shares of Series A Preferred Stock that
                      ---------
have been surrendered for conversion as herein provided or are subject to
automatic conversion under subsection 5(b), whether or not surrendered, shall no
longer be deemed to be outstanding and all rights with respect to such shares,
including the rights, if any, to receive notices and to vote, shall immediately
cease and terminate on the Conversion Date, except only the right of the holders
thereof to receive payment of any accrued and unpaid dividends thereon, to
receive shares of Common Stock in exchange therefor and to be deemed the holder
of such shares of 

                                      11
<PAGE>
 
Common Stock on the Conversion Date. Any shares of Series A Preferred Stock so
converted shall be retired and cancelled and shall not be reissued, and the
Corporation may from time to time take such appropriate action as may be
necessary to reduce the authorized Series A Preferred Stock accordingly.

          (e)  Adjustments to Conversion Number for Certain Diluting Issues:
               ------------------------------------------------------------ 

               (i)    Special Definitions.  For purposes of this Section 5, the
                      -------------------                                      
following definitions shall apply:

                      (A)  "Option" shall mean stock awards, rights, options or
                            ------  
warrants to subscribe for, purchase or otherwise acquire Common Stock or
Convertible Securities, excluding stock awards, rights, options or warrants
granted to employees of the Corporation pursuant to any Employee Plan.

                      (B)  "Original Issue Date" shall mean the date on which a
                            -------------------                                
share of Series A Preferred Stock was first issued.

                      (C)  "Convertible Securities" shall mean any evidences of
                            ----------------------                             
indebtedness, shares or other securities directly or indirectly convertible into
or exchangeable for Common Stock.

                      (D)  "Additional Shares of Common Stock" shall mean all
                            ---------------------------------
shares of Common Stock issued (or, pursuant to subsection 5(e)(iii) below,
deemed to be issued) by the Corporation after the Original Issue Date, other
than shares of Common Stock issued or issuable:

                           (I)     Upon conversion of shares of Series A
                                   Preferred Stock;

                           (II)    As a dividend or distribution on Series A
                                   Preferred Stock;

                           (III)   By reason of a dividend, stock split, split-
                                   up or other distribution on shares of Common
                                   Stock excluded from the definition of
                                   Additional Shares of Common Stock by the
                                   foregoing clauses (I) and (II) or this clause
                                   (III); or

                           (IV)    Upon the exercise of options excluded from
                                   the definition of "Option" in subsection
                                   5(e)(i)(A), if any.

                       (E) "Common Stock Deemed Outstanding" shall mean, at any
                            -------------------------------                 
given time, the number of shares of Common Stock actually outstanding at such
time, plus the number of shares of Common Stock issuable at such time upon
conversion of the Series A Preferred Stock or other Convertible Securities then
outstanding, plus the number of shares of Common Stock issuable at any time upon
the exercise of all then outstanding options, warrants or other rights to
purchase Common Stock (whether or not excluded from the definition of the term
"Option" in subsection 5(e)(i)(A) above).

                                      12
<PAGE>
 
                       (F) "Corporation Aggregate Value" shall mean the sum of
                            ---------------------------  
(I) the product of the Common Stock Deemed Outstanding (immediately prior to the
applicable issuance (or deemed issuance) of Additional Shares of Common Stock)
multiplied by the consideration per share (determined pursuant to subsection
5(e)(v) below) for such Additional Shares of Common Stock issued or deemed to be
issued by the Corporation, plus (II) the then book value of the Corporation's
liabilities, as determined in good faith by the Board of Directors of the
Corporation in accordance with generally accepted accounting principles
consistently applied.

                       (G) "Minimum Aggregate Value" shall mean the sum of (I)
                            -----------------------                           
$35,000,000.00, plus (II) the aggregate consideration (determined pursuant to
subsection 5(e)(v) below) for any and all issuances (or deemed issuances) of
Additional Shares of Common Stock that occur after the Original Issue Date.

               (ii)   No Adjustment of Conversion Number. No adjustment in the
                      ----------------------------------
number of shares of Common Stock into which the Series A Preferred Stock is
convertible shall be made, by adjustment in the applicable Conversion Number
thereof or otherwise, unless the Corporation Aggregate Value with respect to an
issue of Additional Shares of Common Stock is less than the Minimum Aggregate
Value immediately prior to such issue of Additional Shares of Common Stock;
provided, however, that if prior to such issuance, the Corporation receives
- --------  ------
written notice from the holders of at least fifty-one percent (51%) of the then
outstanding shares of Series A Preferred Stock agreeing that no such adjustment
in the applicable Conversion Number shall be made as the result of the issuance
of Additional Shares of Common Stock, then no such adjustment in the applicable
Conversion Number shall be made.

               (iii)  Deemed Issue of Additional Shares of Common Stock.  If the
                      -------------------------------------------------         
Corporation at any time or from time to time after the Original Issue Date shall
issue any Options or Convertible Securities or shall fix a record date for the
determination of holders of any class of securities entitled to receive any such
Options or Convertible Securities, then the maximum number of shares of Common
Stock (as set forth in the instrument relating thereto without regard to any
provision contained therein for a subsequent adjustment of such number) issuable
upon the exercise of such Options or, in the case of Convertible Securities and
Options therefor, upon the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue or, in case such a record date shall have been fixed, as
of the close of business on such record date; provided, however, that Additional
                                              --------  -------                 
Shares of Common Stock shall not be deemed to have been issued unless the
Corporation Aggregate Value (determined as if such Additional Shares of Common
Stock are deemed to have been issued) would be less than the Minimum Aggregate
Value immediately prior to such issue, or such record date, as the case may be;
and provided further, however, that in any such case in which Additional Shares
- -----------------------------                                                  
of Common Stock are deemed to be issued:

                      (A)  No further adjustment in the Conversion Number shall
be made upon the subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise of such Options or upon the conversion or exchange of
such Convertible Securities;

                      (B)  If such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for any increase or
decrease in the 

                                      13
<PAGE>
 
consideration payable to the Corporation, or decrease or increase in the number
of shares of Common Stock issuable, upon the exercise, conversion or exchange
thereof, the Conversion Number computed upon the original issue thereof (or upon
the occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease insofar as it
affects such Options or the rights of conversion or exchange under such
Convertible Securities; provided, however, that no such adjustment of the
                        ------------------                               
Conversion Number shall affect Common Stock previously issued upon conversion of
the Series A Preferred Stock;

                      (C)  Upon the expiration or termination of any unexercised
Option or right of conversion or exchange under any Convertible Security, the
Conversion Number shall be readjusted; and

                      (D)  No readjustment pursuant to clause (B) or (C) above
shall have the effect of decreasing the Conversion Number to a number that is
less than the Conversion Number on the day prior to the original adjustment date
with respect to the applicable deemed issue.

               (iv)   Adjustment of Conversion Number Upon Issuance of
                      ------------------------------------------------
Additional Shares of Common Stock. In the event the Corporation shall at any
- ---------------------------------
time after the Original Issue Date issue Additional Shares of Common Stock
(including Additional Shares of Common Stock deemed to be issued pursuant to
subsection 5(e)(iii) above), and the Corporation Aggregate Value with respect to
such issue is less than the Minimum Aggregate Value immediately prior to such
issue, then and in such event, the Conversion Number shall be increased,
concurrently with such issue, to a number (calculated to the nearest one-
hundredth (0.01 )) determined in accordance with the following formula:
 
                                      C1N(V1 - L)
     New Conversion Number = 
                              ----------------------------------
                              (V2 - L)(C1 + PN) - PN(V1 - L)
     where:
 
     C2    =     Common Stock Deemed Outstanding (excluding the number of shares
                 of Common Stock issuable upon conversion of the Series A
                 Preferred Stock) immediately after such issue;

     N     =     Conversion Number immediately prior to such issue;
 
     V1    =     Minimum Aggregate Value immediately prior to such issue;

     L  =      Book value of the Corporation's liabilities immediately prior to
               such issue, as determined in good faith by the Board of Directors
               of the Corporation in accordance with generally accepted
               accounting principles consistently applied;

     V2  =     Minimum Aggregate Value immediately after such issue;

                                      14

<PAGE>
 
     C1  =     Common Stock Deemed Outstanding (excluding the number of shares
               of Common Stock issuable upon conversion of the Series A
               Preferred Stock) immediately prior to such issue; and

     P  =      Number of outstanding shares of the Series A Preferred Stock
               immediately prior to such issue.

Notwithstanding the foregoing, the applicable Conversion Number shall not be so
increased at such time if the amount of such increase would be an amount less
than one one-hundredth (0.01), but any such amount shall be carried forward and
an increase with respect thereto made at the time of and together with any
subsequent increase which, together with such amount and any other amount or
amounts so carried forward, shall aggregate one one-hundredth (0.01) or more.

               (v)  Determination of Consideration. For purposes of this
                    ------------------------------
subsection 5(e), the consideration received by the Corporation for the issue of
any Additional Shares of Common Stock shall be computed as follows:

                    (A)  Cash and Property.  Such consideration shall:
                         -----------------                            

                         (I)  Insofar as it consists of cash, be computed at the
aggregate of cash received by the Corporation, excluding amounts paid or payable
for accrued interest or accrued dividends;

                         (II)  Insofar as it consists of property other than
cash, be computed at the fair market value thereof at the time of such issue, as
determined in good faith by the Board of Directors; and

                         (III)  In the event Additional Shares of Common Stock
are issued together with other shares or securities or other assets of the
Corporation for consideration which covers both, be the proportion of such
consideration so received, computed as provided in clauses (I) and (II) above,
as determined in good faith by the Board of Directors.

               (B)  Options and Convertible Securities. The consideration per
                    -----------------------------------
share received by the Corporation for Additional Shares of Common Stock deemed
to have been issued pursuant to subsection 5(e)(iii), relating to Options and
Convertible Securities, shall be determined by dividing:

                    (I)   The total amount, if any, received or receivable by
the Corporation as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent adjustment of such consideration) payable to
the Corporation upon the exercise of such options or the conversion or exchange
of such Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such options for Convertible Securities and the
conversion or exchange of such Convertible Securities, by;

                    (II)  The maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without regard to any provision
contained 

                                      15
<PAGE>
 
therein for a subsequent adjustment of such number) issuable upon the exercise
of such Options or the conversion or exchange of such Convertible Securities.

                      (f)  Adjustment for Stock Splits and Combinations. If the
                           --------------------------------------------
Corporation shall at any time or from time to time after the Original Issue Date
effect a subdivision of the outstanding Common Stock, the Conversion Number then
in effect immediately before that subdivision shall be proportionately
increased. If the Corporation shall at any time or from time to time after the
Original Issue Date combine the outstanding shares of Common Stock, the
Conversion Number then in effect immediately before the combination shall be
proportionately decreased. Any adjustment under this subsection shall become
effective at the close of business on the date the subdivision or combination
becomes effective.

                      (g)  Adjustment for Certain Dividends and Distributions.
                           --------------------------------------------------  
In the event the Corporation at any time, or from time to time after the
Original Issue Date, shall make or issue, or fix a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Common Stock, then and in
each such event the Conversion Number shall be increased as of the time of such
issuance or, in the event such a record date shall have been fixed, as of the
close of business on such record date, by multiplying the Conversion Number then
in effect by a fraction:

                           (i)   The numerator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; and

                           (ii)  The denominator of which shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date; provided,
                                                                    --------
however, that if such record date shall have been fixed and such dividend is not
- -------
fully paid or if such distribution is not fully made on the date fixed therefor,
the Conversion Number shall be recomputed accordingly as of the close of
business on such record date and thereafter the Conversion Number shall be
adjusted pursuant to this subsection as of the time of actual payment of such
dividends or distributions.

                      (h)  Adjustments for Other Dividends and Distributions. In
                           -------------------------------------------------
the event the Corporation at any time or from time to time after the Original
Issue Date shall make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation other than shares of Common Stock, then
and in each such event provision shall be made so that the holders of Series A
Preferred Stock shall receive upon conversion thereof, in addition to the number
of shares of Common Stock receivable upon conversion thereof, the amount of
securities of the Corporation that they would have received had the Series A
Preferred Stock been converted into Common Stock on the date of such event and
had thereafter, during the period from the date of such event to and including
the conversion date, retained such securities receivable by them as aforesaid
during such period giving application to all adjustments called for during such
period.

                      (i)  Adjustment for Reclassification, Exchange, or
                           ---------------------------------------------
Substitution. If the Common Stock issuable upon the conversion of the Series A
- ------------
Preferred Stock shall be

                                      16
<PAGE>
 
changed into the same or a different number of shares of any class or classes of
stock, whether by capital reorganization, reclassification, or otherwise (other
than a subdivision or combination of shares or stock dividend provided for
above, or a reorganization, merger, consolidation, or sale of assets provided
for below), then and in each such event the holder of each such share of Series
A Preferred Stock shall have the right thereafter to convert such share into the
kind and amount of shares of stock and other securities and property receivable
upon such reorganization, reclassification, or other change, by holders of the
number of shares of Common Stock into which such shares of Series A Preferred
Stock might have been converted immediately prior to such reorganization,
reclassification, or change, all subject to further adjustment as provided
herein.

                      (j)  Adjustment for Merger or Reorganization, Etc. In case
                           --------------------------------------------
of any consolidation or merger of the Corporation with or into another
corporation or the sale of all or substantially all of the assets of the
Corporation to another corporation, each share of Series A Preferred Stock
thereafter shall be convertible into the kind and amount of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock of the Corporation deliverable upon conversion of such Series A Preferred
Stock would have been entitled upon such consolidation, merger or sale; and, in
such case, appropriate adjustment (as determined in good faith by the Board of
Directors) shall be made in the application of the provisions in this Section 5
set forth with respect to the rights and interest thereafter of the holders of
the Series A Preferred Stock to the end that the provisions set forth in this
Section 5 (including provisions with respect to changes in and other adjustments
of the Conversion Number) shall thereafter be applicable, as nearly as
reasonably may be, in relation to any shares of stock or other property
thereafter deliverable upon the conversion of the Series A Preferred Stock.

                      (k)  No Impairment. The Corporation will not, by amendment
                           -------------
of its Articles of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Corporation, but
will at all times in good faith assist in the carrying out of all of the
provisions of this Section 5 and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the
holders of the Series A Preferred Stock against impairment.

                      (l)  Certificate as to Adjustments. Upon the occurrence of
                           -----------------------------
each adjustment or readjustment of the Conversion Number pursuant to this
Section 5, the Corporation at its expense promptly shall compute such adjustment
or readjustment in accordance with the terms hereof and furnish to each holder
of Series A Preferred Stock a certificate setting forth such) adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series A Preferred Stock, furnish or cause to be furnished
to such holder a similar certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Number then in effect, and (iii) the number
of shares of Common Stock and the amount, if any, of other property which then
would be received upon the conversion of Series A Preferred Stock. Any such
certificate may be certified, at the option of such holder or the Corporation,
by the Corporation's independent public accountant at the expense of the
Corporation.

                                      17
<PAGE>
 
                      (m)  Notice of Record Date.  In the event:
                           ---------------------                

                           (i)    That the Corporation declares a dividend (or
                                  any other distribution) on its Common Stock
                                  payable in Common Stock or other securities of
                                  the Corporation;

                           (ii)   That the Corporation subdivides or combines
                                  its outstanding shares of Common Stock;

                           (iii)  Of any reclassification of the Common Stock of
                                  the Corporation (other than a subdivision or
                                  combination of its outstanding shares of
                                  Common Stock or a stock dividend or stock
                                  distribution thereon), or of any consolidation
                                  or merger of the Corporation into or with
                                  another corporation, or of the sale of all or
                                  substantially all of the assets of the
                                  Corporation; or

                           (iv)   Of the involuntary or voluntary dissolution,
                                  liquidation or winding up of the Corporation;

then the Corporation shall cause to be filed at its principal office or at the
office of the transfer agent of the Series A Preferred Stock, and shall cause to
be mailed to the holders of the Series A Preferred Stock at their last addresses
as shown on the records of the Corporation or such transfer agent, at least 20
days prior to the record date specified in paragraph (A) of this subsection 5(m)
or 20 days before the date specified in paragraph (B) of this subsection 5(m), a
notice stating:

                                  (A)  The record date of such dividend,
                                       distribution, subdivision or combination,
                                       or, if a record is not to be taken, the
                                       date as of which the holders of Common
                                       Stock of record to be entitled to such
                                       dividend, distribution, subdivision or
                                       combination are to be determined; or

                                  (B)  The date on which such reclassification,
                                       consolidation, merger, sale, dissolution,
                                       liquidation or winding up is expected to
                                       become effective, and the date as of
                                       which it is expected that holders of
                                       Common Stock of record shall be entitled
                                       to exchange their shares of Common Stock
                                       for securities or other property
                                       deliverable upon such reclassification,
                                       consolidation, merger, sale, dissolution
                                       or winding up.

     6.   Optional Redemption at the Shareholder's Election.
          ------------------------------------------------- 

          (a)  Election and Valuation.  At any time and from time to time after
               ----------------------                                          
the fifth (5th) anniversary of the Original Issue Date to the tenth (10th)
anniversary thereof, the holders of at least fifty-one percent (51%) of the then
outstanding shares of Series A Preferred Stock shall have the option,
exercisable by giving a revocable written notice to the Corporation (the
"Redemption Notice"), to require the Corporation to redeem all or a specified
portion of the shares of Series A Preferred Stock outstanding and to cause such
redemption to occur on the later of the forty-fifth (45th) day after delivery of
the Redemption Notice and the fifteenth (15th) 

                                      18
<PAGE>
 
day after the Valuation Notice (as hereinafter defined) is given (the
"Redemption Date"). Upon receipt of the Redemption Notice, the Board of
Directors of the Corporation shall select an Independent Appraiser that is
reasonably acceptable to the holders of at least fifty-one percent (51 %) of the
then outstanding shares of Series Preferred Stock to determine the fair market
value of the then outstanding shares of Series A Preferred Stock (the "Preferred
Stock Value"). For purposes of this Section 6, the Preferred Stock Value shall
be equal to the sum of (i) the cumulative and, if applicable, compounded
dividends (whether or not earned or declared) on the shares of Series A
Preferred Stock accrued and unpaid thereon to and including the Redemption Date,
plus (ii) the greater of (A) the product of (I) the total of (x) the product of
seven (7) multiplied by the Corporation's earnings before non-recurring changes,
extraordinary expenses, interest, taxes, and depreciation, amortization and
other non-cash charges for the calendar quarter immediately preceding the date
on which the Redemption Notice is given, less (y) Funded Debt (as hereinafter
defined) as of the end of such calendar quarter, plus (z) the amount of cash and
cash equivalents of the Corporation as of the end of such calendar quarter,
multiplied by (II) a fraction, the numerator of which is equal to the product
the number of outstanding shares of the Series A Preferred Stock as of the date
on which the Redemption Notice is given, multiplied by the then effective
Conversion Number, and the denominator of which is equal to the Common Stock
Deemed Outstanding as of the date on which the Redemption Notice is given, or
(B) the product of (I) the fair market value of a share of Common Stock,
multiplied by (II) the number of shares of Common Stock equal to the product of
the number of outstanding shares of Series A Preferred Stock as of the date of
the Redemption Notice, multiplied by the then effective Conversion Number, with
the fair market value of a share of Common Stock determined by such Independent
Appraiser, with such Independent Appraiser to determine the value that a share
of Common Stock would have if sold in a public market, without any reduction for
illiquidity or the size of the block of Common Stock to be sold. For purposes of
this Section 6, Funded Debt shall be equal to, as of a specified date, all
indebtedness of the Corporation that by its terms or the terms of any other
agreement relating thereto matures, or is directly or indirectly renewable or
extendible at the option of the Corporation to a date, more than one year from
the creation of such indebtedness.

          Within 30 days after its selection, such Independent Appraiser shall
make such determination and give notice thereof to the Corporation, which shall
promptly (and, in any event, within five days after receipt of such notice from
such Independent Appraiser) give notice of such determination (the "Valuation
Notice") to the holders of the shares of the Series A Preferred Stock then
outstanding. Such notice shall set forth in reasonable detail the factors on
which such determination was based. Such determination shall be valid and
binding on the Corporation and its shareholders. If the holders of at least
fifty-one percent (51%) of the Series A Preferred Stock do not revoke the
Redemption Notice within 10 days after receipt of the Valuation Notice, the
Redemption Notice shall become irrevocable and the Corporation will then be
obligated to redeem on the Redemption Date all or the applicable portion of the
shares of Series A Preferred Stock, and the holders of Series A Preferred Stock
shall be obligated to tender all of their shares or, if only a portion of shares
are being redeemed, the applicable pro rata portion of their shares, for
redemption; provided, however, that in the event a holder of shares of Series A
            ------------------                                                 
Preferred Stock has tendered the number of shares of Series A Preferred Stock
otherwise redeemable pursuant to the foregoing for conversion pursuant to
subsection 5(a) above after the date that the Valuation Notice is given but
prior to the close of business on the fifth (5th) calendar day preceding the
Redemption Date or, if such date is not a business day, on the next preceding
business day, such holder shall not be required to tender shares for redemption
on such Redemption Date.  In the event that the Redemption Notice becomes

                                      19
<PAGE>
 
irrevocable, half of the cost of the appraisal applicable to such Redemption
Notice shall be paid by the Corporation and half will be paid by the holders of
the Series A Preferred Stock. In the event of the complete revocation of any
Redemption Notice (upon the election by the holders of at least fifty-one
percent (51%) of the Series A Preferred Stock) within 10 days after receipt of
the Valuation Notice, then the holders of the Series A Preferred Stock shall pay
the entire cost of the appraisal applicable to such Redemption Notice.
Notwithstanding any provisions contained herein to the contrary, however, (i)
upon a Redemption Notice becoming irrevocable only with respect to a portion of
the then outstanding shares of Series A Preferred Stock, then the holders of the
Series A Preferred Stock thereafter shall be permitted to give only Redemption
Notices that shall be applicable to all, and not a selected portion, of the then
outstanding shares of Series A Preferred Stock, and (ii) no Redemption Notice
may be given within the one-year period commencing on the date that the then
most recent Redemption Notice was given.

          (b)  Redemption Price. The redemption price for each share of Series A
               ----------------                                               
Preferred Stock redeemed pursuant to this Section 6 (the "Redemption Price")
shall be equal to the quotient of the Preferred Stock Value divided by the
number of outstanding shares of Series A Preferred Stock as of the date on which
the Redemption Notice is given.

          (c)  Payment and Surrender.  The Valuation Notice shall be mailed by
               ---------------------                                          
first class or registered mail, postage prepaid, to each holder of record of
Series A Preferred Stock, at his or its address last shown on the records of the
transfer agent of the Series A Preferred Stock (or the records of the
Corporation, if it serves as its own transfer agent), and shall, in addition to
specifying the determination of the Preferred Stock Value, notify such holder of
the redemption, specify the Redemption Date and the date on which such holder's
Conversion Rights (pursuant to subsection 5(a) hereof) as to such shares
terminate, and call upon such holder to surrender to the Corporation, in the
manner and at the place designated, his or its certificate or certificates
representing the shares to be redeemed. On or prior to the Redemption Date, each
holder of shares of Series A Preferred Stock to be redeemed shall surrender his
or its certificate or certificates representing such shares to the Corporation,
in the manner and at the place designated in the Valuation Notice, and thereupon
the Redemption Price of such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof and
each surrendered certificate shall be cancelled. The Redemption Price due to
each holder shall be payable by delivery on the Redemption Date of a certified
or bank cashier's check in an amount equal to 100% of the aggregate Redemption
Price due to such holder (or such lesser percentage of the aggregate Redemption
Price as the Corporation and the holders of Series A Preferred Stock shall
mutually agree, and on such terms as they shall mutually agree with respect to
said lesser percentage and to the balance of the aggregate Redemption Price).
From and after the date he or it has received payment in full, all rights of the
holders of the Series A Preferred Stock designated for redemption in the
Valuation Notice, as holders of Series A Preferred Stock of the Corporation,
shall cease with respect to such shares, and such shares thereafter shall not be
transferred on the books of the Corporation or be deemed to be outstanding for
any purpose whatsoever.

          (d)  No Reissues.  Any shares of Series A Preferred Stock redeemed
               -----------                                                  
pursuant to this Section 6 shall permanently be retired, shall no longer be
deemed outstanding and shall not under any circumstances be reissued, and the
Corporation may from time to time take such appropriate action as may be
necessary to reduce the authorized Series A Preferred Stock accordingly.

                                      20
<PAGE>
 
          (e)  Termination.  Notwithstanding anything contained herein, the
               -----------                                                 
provisions contained in this Section 6 shall terminate and be of no further
force and effect upon the earlier of (i) the closing of the sale of shares of
Common Stock in a Public Offering or (ii) the first date on which less than
80,000 shares of Series A Preferred Stock (such number being subject to
appropriate adjustment for any stock dividend, stock split, combination or other
similar recapitalization affecting such shares) shall be outstanding.

     7.   Preemptive Right.
          ---------------- 

          (a)  Preemptive Right.  At any time prior the closing of the sale of
               ----------------                                               
shares of Common Stock in a Public Offering, each registered holder of Series A
Preferred Stock shall have the preemptive right to purchase all or any part of
his or its pro rata share of New Securities (as defined in subsection 7(b)
below) which the Corporation may, from time to time, propose to sell and issue,
subject to the terms and conditions set forth below and the preemptive right of
any holder of Series A Preferred Stock set forth in any stock purchase or
subscription agreement between the Corporation and such holder (whether now
existing or executed hereafter). The pro rata share, for purposes of this
subsection 7(a), shall equal a fraction, the numerator of which is the number of
shares of Common Stock then held by such holder from or issuable upon conversion
or exercise of any Series A Preferred Stock, and any convertible securities,
options, rights or warrants then held by such holder as a result of a previous
exercise of the preemptive rights granted hereunder, and the denominator of
which is the total number of shares of Common Stock Deemed Outstanding as
defined in Section 5(e)(i)(E).

          (b)  New Securities.  "New Securities" shall mean any capital stock of
               --------------                                                   
the Corporation whether now authorized or not, and rights, options or warrants
to purchase capital stock, and securities of any type whatsoever which are, or
may become, convertible into capital stock; provided, however, that the term
                                            -----------------               
"New Securities" does not include (i) the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock outstanding (whether or not
outstanding on the Original Issue Date), (ii) securities offered to the public
pursuant to a registration statement filed by the Corporation with the
Securities and Exchange Commission for a public offering and sale of securities
of the Corporation (other than a registration statement on Form S-8 or S-4, or
their successors, or any other form for a limited purpose, or any registration
statement proposed to be issued in exchange for securities or assets of another
corporation), (iii) securities issued as a result of any stock split, stock
dividend or reclassification of Common Stock, distributable on a pro rata basis
to all holders of Common Stock, or (iv) shares of Common Stock issued pursuant
to any Employee Plan.

          (c)  Notice and Allotment.  In the event the Corporation intends to
               --------------------                                          
issue New Securities, it shall give each registered holder of Series A Preferred
Stock written notice of such intention, describing the type of New Securities to
be issued, the price thereof and the general terms upon which the Corporation
proposes to effect such issuance. Each such holder shall have 20 days from the
date of such notice to agree to purchase all or part of its or his pro rata
share of such New Securities for the price and upon the general terms and
conditions specified in such notice by giving written notice to the Corporation
stating the quantity of New Securities to be so purchased. Each such holder
shall have a right of over- allotment such that if any other holder fails to
exercise his or its right hereunder to purchase his or its total pro rata
portion of New Securities, such holder may purchase such portion, on a pro rata
basis, by giving written notice to the Corporation within five days from the
date that the 

                                      21
<PAGE>
 
Corporation provides written notice to the other holders of Series A Preferred
Stock of the amount of New Securities with respect to which such nonpurchasing
holders have failed to exercise their rights hereunder.

          (d)  No Exercise.  In the event any registered holder of Series A
               -----------                                                 
Preferred Stock fails to exercise the foregoing right of first refusal with
respect to any New Securities within such 20-day period (or the additional five-
day period provided for overallotments), the Corporation may within 120 days
thereafter sell any or all of such New Securities not purchased by such holder,
at a price and upon general terms no more favorable to the purchasers thereof
than specified in the notice given to each holder of Series A Preferred Stock
pursuant to subsection 7(c) above. In the event the Corporation has not sold
such New Securities within such 120-day period, the Corporation thereafter shall
not issue or sell any New Securities without first offering such New Securities
to each holder of Series A Preferred Stock in the manner provided above.

                                 ARTICLE FOUR
                                 ------------
                                        
     The name and place of residence of the incorporator is David A. Fenley,
10016 Noland Road, Lenexa, Kansas 66215.

                                 ARTICLE FIVE
                                 ------------

     The number of directors to constitute the Board of Directors is four (4).
Thereafter, the number of directors that shall constitute the Board of Directors
shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.
The Corporation shall notify the Secretary of State of any change in the number
of directors within 30 calendar days of any such change, or within such other
period of time as may then be required by law.

                                  ARTICLE SIX
                                  -----------
                                        
     The duration of the Corporation shall be perpetual.

                                 ARTICLE SEVEN
                                 -------------
                                        
     The purpose for which the Corporation is formed is to engage in any lawful
business for which corporations may be organized under the General and Business
Corporation Law of Missouri.

                                 ARTICLE EIGHT
                                 -------------
                                        
     The Board of Directors shall have the power to make and from time to time
to repeal, amend, and alter the bylaws of the Corporation; provided however,
that the paramount power to make, repeal, amend, alter and enlarge the bylaws or
adopt new bylaws, shall always be vested in the shareholders of the Corporation,
which power may be exercised by a vote thereof present at any annual or special
meeting of the shareholders; provided further, that thereafter the directors
shall have power to suspend, repeal, amend or otherwise alter any bylaws or
portion thereof so enacted by the shareholders, unless the shareholders in
enacting such bylaws or portion thereof shall otherwise provide.

                                      22
<PAGE>
 
                                 ARTICLE NINE
                                 ------------
                                        
     Except and only to the extent as may be provided otherwise in Article Three
hereof, the shareholders of the Corporation shall have no preemptive right to
acquire additional shares of stock of any class or series of the Corporation, or
any securities of the Corporation convertible into such shares.

                                  ARTICLE TEN
                                  -----------
                                        
     The Corporation reserves the right to amend, alter, change or repeal any
provisions contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by law, and all rights conferred upon shareholders herein
are granted subject to this reservation.

                                ARTICLE ELEVEN
                                --------------
                                        
     In the election of directors of the Corporation, the principle of
cumulative voting shall not apply. Except and only to the extent as may be
provided otherwise in Article Three hereof, each holder of voting stock shall be
entitled to cast one vote for each share of voting stock held in any such
election, and a candidate for election as a director must receive a majority of
the votes cast to be elected.

                                ARTICLE TWELVE
                                --------------
                                        
     The directors and officers of the Corporation shall be indemnified to the
maximum extent permitted by law.  Expenses incurred by a director or officer of
the Corporation in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it is ultimately determined that the
director or officer is not entitled to be indemnified by the Corporation as
authorized by the General and Business Corporation Law of Missouri.  The
foregoing right of indemnification and advancement of expenses shall in no way
be exclusive of any other rights of indemnification and advancement of expenses
to which any such director or officer may be entitled by bylaw, agreement, vote
of shareholders or of disinterested directors or otherwise.

     The Corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
General and Business Corporation Law of Missouri.

                                      23

<PAGE>
 
                          CERTIFICATE OF AMENDMENT OF
                         ARTICLES OF INCORPORATION OF
                           AMERITEL PAY PHONES, INC.
                           -------------------------
                                        
     The undersigned, AmeriTel Pay Phones, Inc., a Missouri corporation (the
"Corporation"), for the purpose of amending the Articles of Incorporation of the
Corporation in accordance with the General and Business Corporation Law of
Missouri, does hereby make and execute this Certificate of Amendment of Articles
of Incorporation and does hereby certify that:

     1.   The name of the Corporation and the name under which the Corporation
was originally organized is AmeriTel Pay Phones, Inc.

     2.   The amendment to the Articles of Incorporation of the Corporation,
which provides for the cancellation of shares of common stock in the manner set
forth in the following resolution, was adopted by the shareholders of the
Corporation on April 26, 1995 pursuant to the following resolution:

     NOW, THEREFORE, BE IT RESOLVED, that pursuant to sections 351.085.2(7) and
351.093(3) of the Missouri Revised Statutes and for the purpose of amending the
Articles of Incorporation of the Corporation to cancel a certain number of the
issued and outstanding shares of common stock of the Corporation, the
introductory paragraphs of Article Three of the Articles of Incorporation of the
Corporation be, and they hereby are, amended to read in their entirety as
follows:

          The total number of shares of all classes of stock which the
     Corporation shall have the authority to issue consists of (a)
     10,000,000 shares of common stock, $0.01 par value per share ("Common
     Stock"), and (b) 500,000 shares of preferred stock, $0.01 par value
     per share ("Preferred Stock"), amounting in the aggregate to
     10,500,000 shares of capital stock.

          Immediately prior to the effectiveness of the amendment to the
     Articles of Incorporation pursuant to which these introductory
     paragraphs were adopted, the number of issued and outstanding shares
     of Common Stock was 3,100,314. Immediately upon the effectiveness of
     such amendment, 36,562 shares of Common Stock automatically shall be
     cancelled and automatically shall become authorized and unissued
     shares of Common Stock, whereby the total number of shares of Common
     Stock issued and outstanding upon the effectiveness of such amendment
     shall be 3,063,752 and the number of issued and outstanding shares of
     Common Stock held by each holder thereof automatically shall, without
     any action on the part of any such holder, be reduced to the number of
     shares of Common Stock equal to the product of (a) the quotient of (i)
     the number of issued and outstanding shares of Common Stock held by
     such holder immediately prior to the effectiveness of such amendment,
     divided by (ii) three hundred thirty and seven-tenths (330.7), or if
     such quotient is not a whole number, such quotient rounded down to the
     nearest whole number, multiplied by (b) three hundred

                                      -1-
<PAGE>
 
     twenty-six and eight-tenths (326.8), or if such product is not a whole
     number, such product rounded up to the nearest whole number. Each
     holder of any certificate or certificates representing shares of
     Common Stock outstanding immediately prior to the effectiveness of
     such amendment shall surrender the same for cancellation to the
     Corporation or its designated agent, and shall receive in exchange
     therefor certificates representing the appropriate number of shares of
     Common Stock as determined in accordance with the foregoing. Until so
     surrendered, each certificate representing shares of Common Stock
     outstanding Immediately prior to the effectiveness of such amendment
     shall be deemed for all purposes to evidence the number of shares of
     Common Stock as set forth above.

          The following is a statement of the voting powers, designations,
     preferences and rights, and the qualifications, limitations and
     restrictions thereof, in respect of each class of capital stock of the
     Corporation:

     3.  At the time of the adoption of the foregoing amendment to the Articles
of Incorporation of the Corporation, the Corporation had 3,100,314 shares of
common stock issued and outstanding, all of which were entitled to vote on the
foregoing amendment.

     4.  The foregoing amendment was adopted by the unanimous vote of the
shareholders of the Corporation and, thus, 3,100,314 shares of common stock
voted for the foregoing amendment and no shares of common stock voted against
the foregoing amendment.

     IN WITNESS WHEREOF, this Certificate of Amendment has been executed by the
Corporation by its President and Secretary, and verified by its Secretary, as of
this 26th day of April, 1995.

                                      AMERITEL PAY PHONES, INC.            
     [SEAL]                                                                
                                                                           
                                      By:  /s/ ROGER K. SALLEE             
                                         --------------------------------- 
                                             Roger K. Sallee, President    
                                                                           
                                                                           
                                                                           
                                      By:  /s/ JEFFERY D. AYERS            
                                         --------------------------------- 
                                             Jeffrey D. Ayers, Secretary    

     VERIFY:


         /s/ JEFFREY D. AYERS 
     -----------------------------
     Jeffrey D. Ayers, Secretary

                                      -2-
<PAGE>
 

{SEAL OF THE STATE OF MISSOURI}
                                                      STATE OF MISSOURI
                                          JUDITH K. MORIARTY, SECRETARY OF STATE
                                         P.O. BOX 778, JEFFERSON CITY, MO 65102
                                                     Corporation Division

                     AMENDMENT OF ARTICLES OF INCORPORATION
                         (To be submitted in duplicate)


Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:


1.   The present name of the Corporation is AmeriTel Pay Phones, Inc.
                                            -------------------------

     The name under which it was originally organized was AmeriTel Pay Phones,
                                                          --------------------
     Inc.
     ----


2.   An amendment to the Corporation's Articles of Incorporation was adopted by
     the shareholders on December 19, 1994
                         -----------------


3.   Article Number FIVE  is amended to read as follows:
                    ----                                

     The number of directors to constitute the Board is three (3).
     -------------------------------------------------------------


4.   Of the  9,375  shares outstanding,  9,375  issued shares were entitled to
             -----                       -----                                
     vote on such amendment.

     The number of outstanding shares of any class entitled to vote thereon as a
     class were as follows:

               Class              Number of Outstanding Shares

          Voting Common Stock                 9,375
          -------------------                 -----


5.   The number of shares voted for and against the amendment was as follows:

               Class             No. Voted For      No. Voted Against

          Voting Common Stock        7,375                 0
          -------------------                      

                                      -1-
<PAGE>
 
6.   If the amendment changed the number or par value of authorized shares
     having a par value, the amount in dollars of authorized shares having a par
     value as changed is:


     If the amendment changed the number of authorized shares without par value,
     the authorized number of shares without par value as changed and the
     consideration proposed to be received for such increased authorized shares
     without par value as are to be presently issued are:


7.   If the amendment provides for an exchange, reclassification, or
     cancellation of issued shares, or a reduction of the number of authorized
     shares of any class below the number of issued shares of that class, the
     following is a statement of the nammer in which such reduction shall be
     effected:


IN WITNESS WHEREOF, the undersigned Roger K. Sallee  has executed this
                                    ---------------                   
instrument and James D. Muchmore has affixed its corporate seal hereto and
               -----------------                                             
attested said seal on the  10th day of March  , 1995.
                           ----        -----      -- 


               Place
          CORPORATE SEAL
                Here
    (If no seal, state "None")
                NONE
                                        AmeriTel Pay Phones, Inc.
                                        ---------------------------------

ATTEST:


  /s/ JAMES D. MUCHMORE                 By:  /s/ ROGER K. SALLEE
- --------------------------                 ------------------------------

                                      -2-
<PAGE>
 

                        {SEAL OF THE STATE OF MISSOURI}


Judith K. Moriarty             STATE OF MISSOURI
Secretary of State        OFFICE OF SECRETARY OF STATE             314/751-4609
                             JEFFERSON CITY  65102



                   STATEMENT OF CHANGE IN NUMBER OF DIRECTORS
              Sections 351.055(6), 351.085.1(4) and 351.315.3 RSMo
                         No filing fee - File one copy


                                                Corporate Charter No. 00353959
                                                                     -----------


1.   The name of the corporation is  AmeriTel Pay Phones, Inc.
                                     ---------------------------

     The name under which it was originally organized was AmeriTel Pay Phones, 
                                                          --------------------
     Inc.
     ----------------

2.   Effective December 27, 1996  , the number of persons constituting its
               -------------------                                            
     board of directors was changed from    4      to     3
                                         ---------     -------

3.   Effective February 26, 1997, the number of persons constituting its board
     -------------------------------------------------------------------------
     of directors was changed from 3 to 9
     ------------------------------------


      /s/ JOHN R. SUMMERS                                       06/24/97
- -------------------------------                          ----------------------
        Corporate Officer                                         Date
                                    

     John R. Summers,
     Vice President, Secretary and Treasurer

<PAGE>
 
                                                                     EXHIBIT 3.4
 
                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                           AMERITEL PAY PHONES, INC.


                                   ARTICLE I

                                    OFFICES
                                    -------

     SECTION 1.  PRINCIPAL OFFICE. The principal office of the Corporation shall
     ---------   ----------------
be in the County of Dallas, State of Texas.

     SECTION 2.  OTHER OFFICES.  The Corporation also may have offices at such
     ---------   -------------                                                
other places both within and without the State of Missouri as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                  ARTICLE II

                                 STOCKHOLDERS

     SECTION 1.  TIME AND PLACE OF MEETING. Meetings of the stockholders shall
     ---------   -------------------------  
be held at such times and at such places, within or without the State of
Missouri, as shall be determined by the Board of Directors.

     SECTION 2.  ANNUAL MEETINGS. Annual meetings of stockholders shall be held
     ---------   ---------------
on the second Friday of the first month of each fiscal year if not a legal
holiday, and if a legal holiday, then on the next secular day following at 10:00
A.M., at which they shall elect a Board of Directors, and transact such other
business as may properly be brought before the meeting. The date of the annual
meeting of the stockholders may be held on a date different than that given
above if the Board so determines, and so states in the notice of the meeting or
in a duly executed waiver thereof.

     SECTION 3.  SPECIAL MEETINGS.  Special meetings of the stockholders may be
     ---------   ----------------                                              
called at any time by the Chief Executive Officer, President or the Board of
Directors, and shall be called by the President or the Secretary at the request
in writing of a majority of the Board of Directors, or at the request in writing
of the holders of not less than 25% of all the shares issued, outstanding and
entitled to vote at the meeting.  Such request shall state the purpose or
purposes of the proposed meeting.  Business transacted at special meetings shall
be confined to the purposes stated in the notice of the meeting.

                                 Page 1 of 18
<PAGE>
 
     SECTION 4.  NOTICE OF MEETINGS.  Whenever stockholders are required or
     ---------   ------------------                                        
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.  Unless otherwise provided by law, the Certificate of Incorporation, as
amended or restated from time to time (the "Certificate of Incorporation"), or
                                            ----------------------------      
these Bylaws, the written notice of any meeting shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting.  If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.

     SECTION 5.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
     ---------   -------------------------------------------------------
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not (unless otherwise
provided for herein) precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors and which record date: (1) in
the case of determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by law,
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting; (2) in the case of determination of stockholders entitled to express
consent to corporate action in writing without a meeting, shall not be more than
ten (10) days from the date upon which the resolution fixing the record date is
adopted by the Board of Directors; and (3) in the case of any other action,
shall not be more than sixty (60) days prior to such other action. If no record
date is fixed: (1) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record 
date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board 

                                 Page 2 of 18
<PAGE>
 
of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, that the
Board of Directors may fix a new record date for the adjourned meeting.

     SECTION 6.  LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The Secretary shall
     ---------   -------------------------------------                      
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.  Upon the
willful neglect or refusal of the directors to produce such a list at any
meeting for the election of directors, they shall be ineligible for election to
any office at such meeting.  The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the Corporation, or to vote in person or proxy at
any meeting of stockholders.

     SECTION 7.  QUORUM. The holders of issued and outstanding shares of capital
     ---------   ------
stock entitled to cast a majority of all votes, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by the Certificate of
Incorporation or by the General Corporation Law of the State of Missouri (herein
called the "Act"). If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. Once a quorum
is constituted, the stockholders present or represented by proxy at a meeting
may continue to transact business until adjournment, notwithstanding the
subsequent withdrawal therefrom of such number of stockholders as to leave less
than a quorum.

     SECTION 8.  VOTING.  When a quorum is present at any meeting, a majority of
     ---------   ------
votes cast by the holders of the shares present or represented by proxy at such
meeting and entitled to vote shall unless otherwise provided for in the
Certificate of

                                 Page 3 of 18
<PAGE>
 
Incorporation or in the Shareholders Agreement (as defined in Article X) be the
act of the stockholders.

     Except as otherwise provided in the Certificate of Incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share having voting power held by such
stockholder.  At each election for directors every stockholder shall be entitled
to vote, in person or by proxy, the number of votes represented by shares owned
by him for as many persons as there are directors to be elected and for whose
election he has a right to vote.  Cumulative voting is prohibited by the
Certificate of Incorporation.  Every proxy must be executed in writing by the
stockholder or by his duly authorized attorney-in-fact.  No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided
therein.  Each proxy shall be revocable unless expressly provided therein to be
irrevocable or unless otherwise made irrevocable by law.

     Shares registered in the name of another corporation may be voted by such
officer, agent, or proxy as the Bylaws of such corporation may prescribe or, in
the absence of such provisions, as the Board of Directors of such corporation
may determine.

     Shares held by an administrator, executor, guardian, or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name as trustee.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without being transferred into his name, if such authority is contained
in an appropriate order of the court that appointed the receiver.

     A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

     SECTION 9.  PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
     ---------   --------------------------------------------------------  
Stockholders may be present at a meeting of stockholders in person or by proxy
(and, if present by proxy, may participate in such meeting of stockholders by
means of conference telephone or similar communications equipment by means

                                 Page 4 of 18
<PAGE>
 
of which all persons participating in the meeting can hear each other).

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

     Section 1.  NUMBER OF DIRECTORS. Subject to the terms of the Certificate of
     ---------   -------------------
Incorporation, the number of directors of the Corporation shall be fixed from
time to time by resolution of the Board of Directors, but in no case shall the
number of directors be less than 2 or more than 11. Until otherwise fixed by
resolution of the Board of Directors, the number of directors shall be as stated
in the Certificate of Incorporation of the Corporation. Except as otherwise
provided in the Certificate of Incorporation, no decrease in the number of
directors shall have the effect of reducing the term of any incumbent director.
Directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article III, and each director shall hold office
until (i) his successor is elected and qualified, (ii) he dies, (iii) he
resigns, or (iv) he is removed. Directors need not be residents of the State of
Missouri or stockholders of the Corporation.

     SECTION 2.  VACANCIES. Subject to other provisions of this Section and the
     ---------   ---------
Shareholders Agreement (as defined in Article XI) the following provisions shall
apply. Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 10 of this Article III. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of directors shall be filled by
unanimous vote of the existing directors.

     SECTION 3.  GENERAL POWERS. The business of the Corporation shall be
     ---------   -------------- 
managed by its Board of Directors, which may exercise all powers of the
Corporation and do all such lawful acts and things, as are not by the Act, the
Certificate of Incorporation, the Shareholders Agreement or these Bylaws
directed or required to be exercised or done by the stockholders.

     SECTION 4.  PLACE OF MEETINGS. The Board of Directors of the Corporation
     ---------   ----------------- 
may hold meetings, both regular and special, either within or without the State
of Missouri.

     SECTION 5.  ANNUAL MEETINGS. The first meeting of each newly elected Board
     ---------   ---------------
of Directors shall be held, without further notice, immediately following the
annual meeting of stockholders at which such directors were elected, provided a
quorum shall be present. In the event such meeting is not held immediately
following the annual meeting, the meeting may be held at such time and place as
shall be specified in a notice given as

                                 Page 5 of 18
<PAGE>
 
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver of notice signed by all of the directors.

     SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
     ---------   ----------------                                             
shall be held without special notice at such time and at such place as shall
from time to time be determined by the Board of Directors.

     SECTION 7.  SPECIAL MEETINGS. Special meetings of the Board of Directors
     ---------   ----------------
may be called by or at the request of the Chairman of the Board of Directors or
the President, and shall be called by the Secretary on the written request of
three of the incumbent directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.

     SECTION 8.  NOTICE OF SPECIAL MEETINGS. Notice of any special meetings
     ---------   --------------------------
shall be given at least 2 Business Days previous thereto if given either
personally (including written notice delivered personally or telephone notice)
or by telegram, and at least 2 Business Days previous thereto if given by
written notice mailed to each director at the address of his business or
residence. If mailed, the notice shall be deemed to be delivered when deposited
in the United States mail addressed in the above-specified manner, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting. For purposes hereof, "Business Day" shall mean any day
on which commercial banks are not authorized or required to close in New York,
New York, and shall also include any legal holiday on which the National Market
System of the National Association of Securities Dealers Automated Quotation
System is open for trading on a regular basis.

     SECTION 9.  WAIVER OF NOTICE. Any director may waive notice of any meeting,
     ---------   ----------------
as provided in Article IV, Section 2, of these Bylaws. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

     SECTION 10.  QUORUM AND VOTING.
     ----------   ----------------- 

     (a)  At all meetings of the Board of Directors, the presence of a majority
of the number of directors fixed by Article III, Section 1, of these Bylaws
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the affirmative vote of at least a majority of the directors
present at any meeting at which there is a quorum shall be the act of the

                                 Page 6 of 18
<PAGE>
 
Board of Directors, except as may be otherwise specifically provided by the Act,
the Certificate of Incorporation, these Bylaws, or as otherwise provided in
Section 10(b) below. If a quorum shall not be present at any meeting of
directors, a majority of the directors present thereat may adjourn the meeting
from time to time without notice other than announcement at the meeting, until a
quorum shall be present.

     (b)  As expressly provided in the Shareholders Agreement, for so long as
the CIBC Holders (as defined in the Shareholders Agreement) shall have the right
under the Shareholders Agreement to designate any directors, in regard to a
meeting of the Board of Directors, a quorum of the Board of Directors shall not
be deemed to exist unless at least one (1) director designated by CIBC is a part
of such quorum; provided, however, if there would have otherwise been a quorum
but for the absence of a CIBC-designated director, a majority of directors
present for such meeting may adjourn the meeting and send a special notice to
the CIBC-designated director(s) and the other directors not in attendance at the
meeting setting a date for reconvening the meeting of the Board of Directors at
least three (3) Business Days after the meeting as to which no quorum existed by
virtue of the absence of a CIBC-designated director was adjourned, and the Board
of Directors may reconvene at such time and conduct business if a quorum is
otherwise present, regardless of whether a CIBC-designated director is in
attendance. Notwithstanding the foregoing, this Section 10(b) shall not be
applicable to a meeting of the Board of Directors to consider a Selling Party's
Notice (as defined in the Shareholders Agreement) pursuant to Section 3(b) of
the Shareholders Agreement.

     SECTION 11.  CHAIRMAN OF THE BOARD.  The Board of Directors may elect a
     ----------   ---------------------                                     
Chairman of the Board at each annual meeting of the Board of Directors.  The
Chairman of the Board shall be a director of the Corporation and shall hold
office until the annual meeting of the Board of Directors following his election
or until his successor is elected and qualified.  The Chairman of the Board
shall preside at all meetings of the Board of Directors, and, in the absence of
the President, at all meetings of the stockholders.

     SECTION 12.  COMMITTEES.  The Board of Directors by resolution passed by a
     ----------   ----------                                                   
majority of the whole Board may designate an Executive Committee, to consist of
two or more directors, one of whom shall be designated as Chairman, who shall
preside at all meetings of such Committee. At any meeting of the Committee a
majority of the members of the Committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the Committee. To the
extent provided in the resolution of the Board of Directors, the Executive
Committee shall have and may exercise all of the authority of the Board of
Directors, and shall have power to authorize the seal of the Corporation to be
affixed to all papers

                                 Page 7 of 18
<PAGE>
 
which may require it. The designation of such Executive Committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or him
by law. Meetings of the Executive Committee may be called and notices given in
the same manner as calling and giving notice of special meetings of the Board of
Directors. Any member of the Executive Committee may be removed, for or without
cause, by the affirmative vote of a majority of the whole Board of Directors. If
any vacancy or vacancies occur in the Executive Committee, such vacancy or
vacancies shall be filled by the affirmative vote of a majority of the whole
Board of Directors.

     The Board of Directors by resolution passed by a majority of the whole
Board may designate an Audit Committee to consist of two or more directors, one
of whom shall be designated as Chairman, who shall preside at all meetings of
such Committee, which Committee shall be responsible for selecting any
investment banking firm engaged by the Corporation, and shall perform such other
functions as may be provided in such resolutions. The Board of Directors by
resolution passed by a majority of the whole Board may designate other
committees, each committee to consist of two or more directors, one of whom
shall be designated as Chairman and shall preside at all meetings of such
committee, which committees shall have such power and authority and shall
perform such functions as may be provided in such resolution. At any meeting of
a committee a majority of the members of such committee shall constitute a
quorum for the transaction of business, and the act of a majority of the members
present at any meeting at which a quorum is present shall be the act of the
committee. Such committee or committees shall have such name or names as may be
designated by the Board of Directors.

     The Executive Committee and all other such committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.

     SECTION 13.  COMPENSATION OF DIRECTORS. Directors, as such, shall not
     ----------   -------------------------
receive any stated salary for their services, but by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of any committee may, by resolution of the Board of Directors, be allowed like
compensation for attending meetings.

     SECTION 14.  ACTION BY UNANIMOUS CONSENT. Any action required or permitted
     ----------   --------------------------- 
to be taken at any meeting of the Board of Directors or of a committee
designated by the Board of Directors may be taken without a meeting if a written
consent, setting forth the action so taken, is signed by all the members of the
Board of Directors or the committee, as the case may be, and such

                                 Page 8 of 18
<PAGE>
 
consent shall have the same force and effect as a unanimous vote at a meeting.
Any and all parties dealing with the Corporation shall be entitled to rely on a
copy or facsimile of any such written consent rather than an original thereof.

     SECTION 15.  PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
     ----------   --------------------------------------------------------  
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors may participate in and hold a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.


                                  ARTICLE IV

                                    NOTICES
                                    -------

     Section 1.  FORM OF NOTICE.  Whenever, under the provisions of the Act, the
     ---------   --------------                                                 
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, and no provision is made as to how such notice
shall be given, such notice shall be given in writing, by mail, postage prepaid,
addressed to such director or stockholder at such address as appears on the
books of the Corporation, provided, that such notice as is required to be given
to any director also may be given either personally (including written notice
delivered personally or telephone notice) or by telegram.  Any notice required
or permitted to be given by mail shall be deemed to be given at the time when
the same be thus deposited in the United States mail addressed in the above-
specified manner, with postage thereon prepaid.

     SECTION 2.  WAIVER.  Whenever any notice is required to be given to any
     ---------   ------                                                     
director or stockholder of the Corporation under the provisions of the Act, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated in such notice, shall be equivalent to the giving of such notice.


                                   ARTICLE V

                                   OFFICERS
                                   --------

     Section 1.  GENERAL. The elected officers of the Corporation shall be a
     ---------   -------
Chief Executive Officer, a President, one or more Vice Presidents, with or
without such descriptive titles as the Board of Directors shall deem
appropriate, a Secretary and 

                                 Page 9 of 18
<PAGE>
 
a Treasurer. The Board of Directors by resolution may also appoint one or more
Assistant Secretaries, Assistant Treasurers and such other officers and
assistant officers and agents as from time to time may appear to be necessary or
advisable in the conduct of the affairs of the Corporation. Any two or more
offices may be held by the same person, and the offices of President and
Secretary may be held by the same person.

     SECTION 2.  ELECTION. The Board of Directors at its first meeting after
     ---------   --------
each annual meeting of the stockholders shall elect and appoint the officers to
fill the positions designated in Section 1 of this Article V. The Board of
Directors may appoint such other officers and agents as it shall deem necessary
and may determine the salaries of all officers and agents from time to time. The
officers shall hold office until their successors are chosen and qualified. Any
officer elected or appointed by the Board of Directors may be removed, for or
without cause, at any time by a majority vote of the whole Board when in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointments of an officer or agent shall not of itself
create contract rights. Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise shall be filled by the Board of
Directors.

     SECTION 3.  CHIEF EXECUTIVE OFFICER AND PRESIDENT.  The Chief Executive
     ---------   -------------------------------------                      
Officer shall have the powers of chief executive officer of the Corporation, and
as chief executive officer shall have general supervision of the affairs of the
Corporation and shall have general and active control of all of its business.

     The Chief Executive Officer shall preside at all meetings of the
stockholders and Board of Directors. He shall have authority to execute bonds,
deeds, contracts in the name of the Corporation and to affix the corporate seal
thereto; to sign stock certificates; to cause the employment or appointment of
such employees and agents of the Corporation as the proper conduct of operations
may require, and to fix their compensation, subject to the provisions of these
Bylaws; to remove or suspend any employee or agent who shall have been employed
or appointed under his authority or under authority of an officer subordinate to
him; to suspend for cause, pending final action by the authority which shall
have supervisory power over him, any officer subordinate to the Chief Executive
Officer, and, in general, to exercise all the powers usually appertaining to the
office of Chief Executive Officer of a corporation, except as otherwise provided
in these Bylaws.

     The President may be Chief Executive Officer if so designated by the Board
of Directors. If not, he shall have such powers and perform such duties as are
prescribed by the Chief Executive Officer or by the Board of Directors and, in
the absence or disability of the Chief Executive Officer, he shall

                                 Page 10 of 18
<PAGE>
 
have the powers and perform the duties of the Chief Executive Officer, except to
the extent that the Board of Directors shall have otherwise provided.

     SECTION 4.  VICE PRESIDENTS.  The Vice President or, if there be more than
     ---------   ---------------                                               
one, the Vice Presidents, shall perform all such duties and services as shall be
assigned to or required of them from time to time by the Board of Directors, the
Executive Committee, and the President.

     SECTION 5.  SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend
     ---------   -----------------------------------
all meetings of the Board of Directors and all meetings of the stockholders and
record all proceedings of the meetings of the stockholders of the Corporation
and of the Board of Directors in a book to be kept for that purpose, and shall
perform like duties for the Executive Committee when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
meetings of the Board of Directors. The Secretary shall have charge of the seal
of the Corporation and have authority to affix the same to any instrument
requiring it, and when so affixed, it shall be attested by the Secretary's
signature or by the signature of the Treasurer or an Assistant Secretary or
Assistant Treasurer, which may be in facsimile. The Secretary shall keep and
account for all books, documents, papers and records of the Corporation except
those for which some other officer or agent is properly accountable. He shall
have authority to sign stock certificates, and shall generally perform all the
duties usually appertaining to the office of the Secretary of a corporation.

     Assistant Secretaries, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Secretary, and in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribe from time to time.

     SECTION 6.  TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall be the
     ---------   ----------------------------------                             
chief financial officer of the Corporation and shall have active control of and
shall be responsible for all matters pertaining to the finances of the
Corporation. The Treasurer shall have the care and custody of all monies, funds
and securities of the Corporation and shall deposit all monies and other
valuable effects in the name of and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
cause to be recorded a statement of all receipts and disbursements of the
Corporation in order that proper entries may be made in the books of account.
The Treasurer shall have the power to sign stock certificates, to endorse for
deposit or collection, or otherwise, all checks, drafts, notes, bills of
exchange or other commercial paper payable to the Corporation, and to give
proper receipts or discharges for all payments to the Corporation. He shall be

                                 Page 11 of 18
<PAGE>
 
responsible for all terms of credit granted by the Corporation and for the
collection of all its accounts. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property or whatever
kind in his possession or under his control belonging to the Corporation.

     Assistant Treasurers, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers deemed necessary in order to assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribed from time to time.

     SECTION 7.  BONDING. If required by the Board of Directors, all or certain
     ---------   -------
of the officers shall give the Corporation a bond in such form, in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors,
for the faithful performance of the duties of their office and for the
restoration to the Corporation, in case of their death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in their possession or under their control belonging to the
Corporation.


                                  ARTICLE VI

                       CERTIFICATES REPRESENTING SHARES
                       --------------------------------

     SECTION 1.  FORM OF CERTIFICATES. The Corporation shall deliver
     ---------   --------------------
certificates representing all shares to which stockholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the books of the Corporation as they are issued.
Each certificate shall state on the face thereof that the Corporation is
organized under the laws of the State of Missouri; the name of the registered
holder; the number, class of shares and the designation of the series, if any,
which said certificate represents; and either the par value of the shares or a
statement that the shares are without par value. Each certificate shall also set
forth on the back thereof, a full or summary statement of matters required by
the Act or the Certificate of Incorporation to be described on certificates
representing shares, and shall contain a statement on the face thereof referring
to the matters set forth on the back thereof.

                                 Page 12 of 18
<PAGE>
 
Certificates shall be signed by the Chief Executive Officer, President or any
Vice President and the Secretary or any Assistant Secretary, and may be sealed
with the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent or registered by a registrar, either of which
is other than the Corporation or an employee of the Corporation, the signatures
of the Corporation's officers may be facsimiles. In case any officer or officers
who have signed, or whose facsimile signature or signatures have been used on
such certificate or certificates, shall cease to be such officer or officers of
the Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation or its
agents, such certificate or certificates may be adopted, nevertheless, by the
Corporation and be issued and delivered as though the person or persons who
signed the certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.

     SECTION 2.  RESTRICTIONS ON TRANSFERABILITY OF SHARES.  In the event any
     ---------   -----------------------------------------                   
restriction on the transfer, or registration of the transfer of shares, shall be
imposed or agreed to, by the Corporation, as permitted by law, each certificate
representing shares so restricted shall conspicuously set forth a full or
summary statement of the restriction on the face of the certificate, or shall
set forth such statement on the back of the certificate and conspicuously state
on the face or back of the certificate that such restriction exists pursuant to
a specified document and that the Corporation will furnish to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business or registered office a copy of the specified
document.

     SECTION 3.  LOST CERTIFICATES.  The Corporation may direct that a new
     ---------   -----------------                                        
certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost or destroyed. When authorizing the issuance of a new
certificate or certificates, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of the lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and give the Corporation a
bond in such form, in such sum, and with such surety or sureties as the
Corporation may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost or
destroyed.

     SECTION 4.  TRANSFER OF SHARES. Shares of stock shall be transferable on
     ---------   ------------------
the books of the Corporation by the holder thereof in person or by his duly
authorized attorney. Subject to any restrictions on transfer set forth in the
Certificate of Incorporation of the Corporation, these Bylaws or any agreement

                                 Page 13 of 18
<PAGE>
 
among stockholders to which the Corporation is a party or has notice, upon
surrender to the Corporation or to the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it shall be the duty of the
Corporation or the transfer agent of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     SECTION 5.  REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to
     ---------   -----------------------                                       
recognize the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.


                                  ARTICLE VII

                                INDEMNIFICATION
                                ---------------

     The Corporation shall indemnify any person (and the heirs, executors and
administrators of such person) who was or is an officer or director of the
Corporation or was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     The Corporation shall indemnify any person who was or is an officer or
director of the Corporation or was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Corporation, or is or was 

                                 Page 14 of 18
<PAGE>
 
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     The terms "liability" and "all expenses" shall include, but shall not be
limited to, legal fees and disbursements and amounts of judgments, fines or
penalties against, and amounts paid in settlement by, a director, officer or
employee.  Any expenses incurred by a director, officer or employee with respect
to any claim, action, suit or proceeding of the character described above may be
advanced prior to the final disposition thereof upon receipt of an agreement by
or on behalf of the recipient to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification under the provisions of this
Article VII.

     Any director or officer (and the heirs, executors and administrators of
such director or officer) who has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit or proceeding of the
character described above shall be entitled to indemnification as a matter of
right. Any indemnification hereunder (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the circumstance
because he has met the applicable standard of conduct described above. Such
determination shall be made if permitted by the General Corporation Law of the
State of Missouri upon the receipt from the person seeking indemnification of
his written affirmation that he has met the requisite standard of conduct
necessary for indemnification and his written understanding that he will repay
such advanced sums if it is ultimately determined that he has not met those
requirements. If not permitted by the General Corporation Law of the State of
Missouri, by a vote of the directors who are not parties to such action, suit or
proceeding even though less than a quorum or if there are no such directors, or
if such directors so direct, by independent legal counsel in a written opinion.

  The Corporation shall pay the expenses incurred by any person in defending any
proceeding in advance of its final 

                                 Page 15 of 18
<PAGE>
 
disposition; provided, however, that the payment of expenses incurred in advance
of the final disposition of the proceeding shall be made only upon receipt of an
undertaking to repay all amounts advanced if it should be ultimately determined
that such person is not entitled to be indemnified under this Article VII or
otherwise.

     If a claim for indemnification for payment of expenses under this Article
VII is not paid in full within sixty days after a written claim therefor has
been received by the Corporation, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action,
the Corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

     The rights conferred on any person by this Article VII shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, these by-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

     The Corporation's obligation to indemnify any person who was or is serving
at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or non-profit entity shall be
reduced by any amount such person may collect as indemnification from such other
corporation, partnership, joint venture, trust, enterprise or non-profit entity.

     The Corporation shall have the power to purchase and maintain insurance on
behalf of any director, officer, employee or agent against all liability and
expense that may be incurred by him in such capacity and in any other capacity
in which he served at the request of the Corporation, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VII.

     The rights of indemnification provided for in this Article VII shall be in
addition to any rights to which any such director or officer may be entitled
under the General Corporation Law of the State of Missouri, including any
agreement, vote of stockholders and the Certificate of Incorporation.

                                 ARTICLE VIII

                              GENERAL PROVISIONS
                              ------------------

     Section 1.  DIVIDENDS.  Dividends upon the outstanding shares of the
     ---------   ---------                                               
Corporation, subject to the provisions of the Act, the Certificate of
Incorporation and any agreements or obligations of the Corporation, if any, may
be declared by the Board of Directors at any regular or special meeting.
Dividends 

                                 Page 16 of 18
<PAGE>
 
may be declared and paid in cash, in property, or in shares of the Corporation,
provided that all such declarations and payments of dividends shall be in strict
compliance with all applicable laws and the Certificate of Incorporation. The
Board of Directors may fix in advance a record date for the purpose of
determining stockholders entitled to receive payment of any dividend, such
record date to be not more than 20 Business Days prior to the payment of such
dividend. In the absence of any action by the Board of Directors, the date upon
which the Board of Directors adopts the resolution declaring such dividend shall
be the record date.

     SECTION 2.  RESERVES.  There may be created by a resolution of the Board of
     ---------   --------                                                       
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its absolute discretion, deems
proper to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other proper purposes as
the Board of Directors shall deem beneficial to the Corporation, and the Board
of Directors may modify or abolish any reserve in the same manner in which it
was created.

     SECTION 3.  FISCAL YEAR. The fiscal year of the Corporation shall be fixed
     ---------   -----------
by resolution of the Board of Directors.

     SECTION 4.  SEAL.  The Corporation shall have a seal which may be used by
     ---------   ----                                                         
causing it or a facsimile thereof to be impressed on, affixed to, or in any
manner reproduced upon, instruments of any nature required to be executed by its
proper officers.

     SECTION 5.  ANNUAL STATEMENT.  The Board of Directors shall present at each
     ---------   ----------------                                               
annual meeting and when called for by vote of the stockholders at any special
meeting of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     SECTION 6.  CHECKS.  All checks or demands for money and notes of the
     ---------   ------                                                   
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may designate from time to time.

     SECTION 7.  VOTING SECURITIES OWNED BY CORPORATION. Voting securities in
     ---------   --------------------------------------
any other corporation held by this Corporation shall be voted by the President
or any Vice President, unless the Board of Directors confers authority to vote
with respect thereto, which may be general or confined to specific investments,
upon some other person or officer. Any person authorized to vote securities
shall have the power to appoint proxies with the general power of substitution.

     SECTION 8.  RESIGNATION.  Any director, officer, employee or agent of the
     ---------   -----------                                                  
Corporation may resign by giving written notice to the President or the
Secretary.  The  resignation shall take effect at the time specified therein, or
immediately if no time 

                                 Page 17 of 18
<PAGE>
 
is specified therein. Unless specified in such notice, the acceptance of such
resignation shall not be necessary to make it effective.


                                  ARTICLE IX

                             AMENDMENTS TO BYLAWS
                             --------------------

     These Bylaws may be altered, amended, modified or repealed, or new Bylaws
may be adopted at any meeting of the Board of Directors at which a quorum is
present by the affirmative vote of a majority of the Directors present at such
meeting.


                                   ARTICLE X

                 SHAREHOLDERS AGREEMENT AND RESTATED CERTIFICATE
                 -----------------------------------------------

     Reference is hereby made to that certain Shareholders Agreement (herein so
called) dated December 27, 1996 by and among Talton Holdings, Inc. and its
stockholders and warrant holders and the Certificate of Incorporation.  In the
event of a conflict or inconsistency between the terms of these Bylaws and the
terms of the Shareholders Agreement, the terms of the Shareholders Agreement
shall control.  In the event of a conflict or inconsistency between the terms of
these Bylaws and the terms of the Certificate of Incorporation, the terms of the
Certificate of Incorporation shall control.

                                 Page 18 of 18

<PAGE>
 
                                                                     EXHIBIT 3.5

                         CERTIFICATE OF INCORPORATION

                                      OF

                       TALTON COMMUNICATIONS CORPORATION

STATE OF ALABAMA  (S)
                  (S)
COUNTY OF DALLAS  (S)

     KNOW ALL MEN BY THESE PRESENTS:

     That we, the undersigned have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws of the State of
Alabama, and to that end do hereby adopt the following Articles of
Incorporation:

                                     NAME
                                     ----

ARTICLE I:   The name of the corporation shall be Talton Communications
             Corporation.

                                    OBJECTS
                                    -------

ARTICLE II:  The objects for which the corporation is formed are as follows:

             (a)  To operate a radio communications business and to do any and
all things which it can lawfully do in connection therewith, and to do any and
all things which a general business corporation under the laws of the State of
Alabama is now or may hereafter be permitted to do, it being expressly
stipulated that the foregoing statement of the objects shall not be construed as
a limitation upon the rights and powers of the corporation, but that it shall
have all of the rights and powers granted a business corporation in Alabama.

             (b)  To own, buy, sell, lease, rent, acquire, hold, occupy, dispose
of, and exchange real estate, personal property, choses in action, and all kinds
of property, real, personal and mixed, necessary or convenient for the conduct
and maintenance of the business of said corporation.

             (c)  To engage in interstate commerce insofar as may be necessary
to carry out all of the purposes of said corporation.

             (d)  To buy, sell, lease, own, acquire, use and occupy real estate
in the State of Alabama, the United States, or elsewhere.

                                       1
<PAGE>
 
             (e)  To subscribe or cause to be subscribed for, purchase or
otherwise acquire, hold for investment, deal in, sell, assign, receive, collect,
transfer, mortgage, pledge, exchange, distribute, or otherwise dispose of the
whole or any part of the dividends, rights, and shares of the capital stock,
bonds, deeds of trust, mortgages, debentures, securities, obligations, notes and
other evidences of indebtedness of any firm, business, corporation, stock
company, or association, now or hereafter existing, and while owners of any said
shares of capital stock or bonds or other property, to exercise all of the
rights, powers, and privileges to vote thereon with the power to designate some
person for that purpose from time to time to the same extent as natural persons
might or could do.

             (f)  To purchase, hold, sell and re-issue the shares of its own
capital stocks; and to have the option to purchase from the stockholders, their
heirs and assigns, to the exclusion of other persons, should the stockholders
desire to dispose of their stock.

             (g)  To buy, lease, or otherwise acquire, and to operate, so far as
may be permitted by law, the whole or any part of the business, good will, and
assets of any firm, person, partnership, association or corporation.

             (h)  To make and use a Corporation Seal and to alter the same at
pleasure.

             (i)  To borrow and lend money; to issue, negotiate, acquire, hold
and transfer notes, bonds, or other negotiable papers; and to mortgage, pledge,
or otherwise transfer or convey real estate and personal property to secure the
payment of money borrowed or any debt contracted by said corporation.

             (j)  To buy or otherwise acquire real estate, and to subdivide,
plat and sell the same, and generally to buy, sell and deal in real and personal
property of every kind and description in such manner, and upon such terms as
the Board of Directors may determine; to act as trustee and in every kind of
fiduciary capacity, and generally to do all things necessary or convenient which
are incident to or connected with the general business above mentioned, which a
natural person might or could do.

             (k)  To loan money, to buy, own, improve, rent, exchange, sell or
otherwise deal in and handle real estate and personal property for pecuniary
profit; to loan money on real estate and personal property; to buy, sell, hold,
and deal generally in notes, mortgages, bonds, securities and other evidence of
indebtedness.

             (l)  To act as agents, contractors, trustees, or otherwise, and
either alone or in company with others, as fully and to the same extent as a
natural person might or could do and in any part of the world.

             (m)  To enter into, make and perform and carry out contracts of
every sort and kind with any person, firm, association or corporation,
municipality, body politic, county, territory, state, government or colony or
dependency thereof, and without limit as to amount, to draw, make, accept,
endorse, discount, execute and issue promissory notes, drafts, bills of 

                                       2
<PAGE>
 
exchange, warrants, bonds, debentures, and other negotiable or transferable
instruments and evidences of indebtedness whether secured by mortgage or
otherwise, as well as to secure the same by mortgage or otherwise, so far as may
be permitted by the laws of the State of Alabama.

             (n)  To act as investment brokers, real estate brokers, and
insurance brokers; to engage in general insurance business for the purpose of
selling or brokering fire, marine, accident, liability, collision, theft,
property damage, and other insurance.

             (o)  To act as real estate agents or brokers; to act as agent or
attorney for the transaction of any business, or the management of any estates,
or the collection of rents, accounts, interest, dividends, notes, bonds,
securities for money, and demands of every kind and character; and to act as
principal, agent, or broker in securing or effecting loans, mortgages, bonds for
title, and the rental or sale of real and personal property.

             (p)  To carry on any other business, whether manufacturing or
otherwise, which may seem to the company capable of being conveniently carried
on in connection with its business or calculated directly or indirectly to
enhance the value of or render profitable any of the company's property or
rights.

             (q)  To carry on any other business in connection with the conduct
of its business.

             (r)  To carry on any business whatsoever which the corporation may
deem proper or convenient in connection with any of the foregoing purposes or
otherwise, or which may be calculated, directly or indirectly, to promote the
interest of the corporation or to enhance the value of its property; to do and
perform any and all things and acts which a natural person might or could do or
perform which are not prohibited by the laws of the State of Alabama.

             (s)  And generally, to do and perform any and all acts and things
which a general business corporation under the laws of the State of Alabama is
or may hereafter be permitted to do or perform, it being expressly stipulated
that the above and foregoing statement of the objects for which the corporation
is formed shall not be construed as a limitation upon the rights and powers
generally granted a business corporation in Alabama.

                         LOCATION OF PRINCIPAL OFFICE
                         ----------------------------

ARTICLE III: The location of the principal office of the corporation in the
State of Alabama is Selma, Alabama.

                                 CAPITAL STOCK
                                 -------------
                                        
ARTICLE IV:  The total authorized capital stock of this corporation shall be
divided into Five Thousand shares (5,000), all of which shall be common stock
with a nominal or par value of One Dollar ($1.00) per share. The number of
shares of capital stock with which this corporation

                                       3
<PAGE>
 
shall commence business is 5,000 shares, all of which said 5,000 shares will be
issued at a subscription price of $1.00 each, paid in as shown by the attached
subscription list.

                       OFFICER TO RECEIVE SUBSCRIPTIONS
                       --------------------------------

ARTICLE V:    The name and post office address of the officer or agent
authorized and designated by the incorporators to receive subscriptions to the
capital stock of said corporation is: Julius E. Talton, 505 Lauderdale Street,
Selma, Alabama .

                           INCORPORATORS AND SHARES
                           ------------------------

ARTICLE VI:   The names and post office addresses of the incorporators and the
number of the shares subscribed for by each are as follows:

<TABLE>
<CAPTION>
NAME                       ADDRESS         NUMBER OF SHARES
- ------------------  ---------------------  ----------------
<S>                 <C>                    <C>
Julius E. Talton    505 Lauderdale Street
                    Selma, Alabama                     3000
James E. Lumpkin    515 Fleetwood
                    Selma, Alabama                     1000
Pearle L. Talton    505 Lauderdale Street
                    Selma, Alabama                     1000
</TABLE>

                                   OFFICERS
                                   --------

ARTICLE VII:  The names and post office addresses of the Officers chosen for the
first year are as follows:

<TABLE>
<CAPTION>
OFFICE                  NAME               ADDRESS
- ----------------  ----------------  ---------------------
<S>               <C>               <C>
 
President         Julius E. Talton  505 Lauderdale Street
                                    Selma, Alabama
Vice-President    James E. Lumpkin  515 Fleetwood
                                    Selma, Alabama
Secretary         Pearle L. Talton  505 Lauderdale Street
                                    Selma, Alabama
Treasurer         Pearle L. Talton  505 Lauderdale Street
                                    Selma, Alabama
</TABLE>

                                   DIRECTORS
                                   ---------

ARTICLE VIII: The names and post office addresses of the Directors chosen for
the first year are as follows:

                                       4
<PAGE>
 
NAME              ADDRESS
- ----              -------

Julius E. Talton  505 Lauderdale Street, Selma, Alabama
Pearle L. Talton  505 Lauderdale Street, Selma, Alabama
James E. Lumpkin  515 Fleetwood, Selma, Alabama

                                   DURATION
                                   --------
                                        
ARTICLE IX:  The duration of the corporation shall be perpetual.

                          MEETINGS AND MISCELLANEOUS
                          --------------------------

ARTICLE X:   The business and affairs of said corporation shall be under the
management and control of the Board of Directors, who shall be elected annually
by majority vote of the stockholders of the corporation. In the event of the
death or resignation of a director, the remaining directors shall elect a
successor, who shall hold office for the period of one year, or until their
successors are elected or qualified. The Board of Directors shall consist of not
less than three (3) nor more than ten (10) directors.

             IN WITNESS WHEREOF, the undersigned incorporators have hereunto
subscribed their names to this Certificate of Incorporation on this the 27th day
of August, A. D ., 1973.



                                          /s/ JULIUS E. TALTON
                                   -------------------------------------------
                                   Julius E. Talton



                                          /s/ JAMES E. LUMPKIN
                                   -------------------------------------------
                                   James E. Lumpkin



                                          /s/ PEARLE L. TALTON
                                   -------------------------------------------
                                   Pearle L. Talton

                                       5
<PAGE>
 
          CERTIFICATE OF OFFICER DESIGNATED TO RECEIVE SUBSCRIPTIONS
          ----------------------------------------------------------

STATE OF ALABAMA  )
                  ) ss
COUNTY OF DALLAS  )

          Before me, the undersigned authority, a Notary Public in and for said
County and State at Large, personally appeared Julius E. Talton, the agent or
officer authorized by the corporation to receive subscriptions, who, being by me
first duly sworn, deposes and says that the following is a true and correct copy
of the subscription list to the capital stock of Talton Communications
Corporation.

                               SUBSCRIPTION LIST
                               -----------------

          Each of the undersigned hereby subscribed for the number of shares set
opposite his name to the capital stock of Talton Communications Corporation, a
corporation to be organized under the laws of Alabama with an authorized capital
stock of 5,000 shares, all of which shall be common stock with a nominal or par
value of $1.00 per share, and each subscriber agrees to pay and has paid in
money the sum of $1.00 for each share herein subscribed by him.

          This the 27th day of August, A.D., 1973.


NAME                            NUMBER OF SHARES
- ----                            ----------------

     /s/ JULIUS E. TALTON             3000
- ------------------------------          
Julius E. Talton


     /s/ JAMES E. LUMPKIN             1000
- ------------------------------          
James E. Lumpkin


     /s/ PEARLE L. TALTON             1000
- ------------------------------          
Pearle L. Talton

                                       6
<PAGE>
 
          Affiant further says that all the capital stock shown on the foregoing
subscription list have been paid for in money, each subscriber having paid $1.00
for each share of stock set opposite his name in said subscription list.



                                           /s/ JULIUS E. TALTON
                                      -------------------------------------
                                      Julius E. Talton

                                       7
<PAGE>
 

STATE OF ALABAMA  (S)
                  (S)
COUNTY OF DALLAS  (S)


          ARTICLES OF AMENDMENT OF TALTON COMMUNICATIONS CORPORATION
          ----------------------------------------------------------
                                        

KNOW ALL MEN BY THESE PRESENTS:

     THAT WHEREAS, the undersigned, Julius E. Talton, Pearle L. Talton, and
James E. Lumpkin are and constitute all of the Officers, Shareholders, and
Members of the Board of Directors of Talton Communications Corporation, a
Corporation organized and existing under the Laws of the State of Alabama, with
its principal office located in Selma, Alabama; and

     WHEREAS, the undersigned desire to amend the Articles of Incorporation of
said corporation, which are duly filed of record in the Probate Office of Dallas
County, Alabama, in Corporation Book 23, at Page 124; and

     WHEREAS, the undersigned desire to amend said Articles of Incorporation
pursuant to, and in accordance with the provisions of Section 10-2A-111, 1975
Code of Alabama; and

     WHEREAS, on December 19, 1985, at a Special Called Meeting of the
Shareholders and Members of the Board of Directors of Talton Communications
Corporation, on motion duly made, seconded, and unanimously carried, it was:

     RESOLVED, that Article One of the Articles of Incorporation of Talton
     Communications Corporation adopted and approved on August 27, 1973, and
     recorded in the Probate Office of Dallas County, Alabama, in Corporation
     Book 23, at Page 124, be and it is hereby amended to read as follows:

     ARTICLE ONE: The name of the Corporation shall be Talton Telecommunications
     Corporation.

                                       1
<PAGE>
 
     AND, WHEREAS, all of the Shareholders and Members of the Board of Directors
of Talton Communications Corporation were present and consented, in writing, to
said action taken at said Special Called Meeting; and

     WHEREAS, on December 19, 1985, at said Special Called Meeting, all of the
issued and outstanding shares of capital stock of said Corporation, 5,000
shares, were present and represented in person, and all of the persons
representing said issued and outstanding capital stock of said Corporation gave
unanimous consent to the said Amendment to the Articles of Incorporation of the
Corporation;

     NOW, THEREFORE, we, the undersigned, Julius E. Talton, Pearle L. Talton,
and James E. Lumpkin, constituting all of the Shareholders and Members of the
Board of Directors of Talton Communications Corporation acting pursuant to and
in accordance with the provisions of Section 10-2A-111, 1975 Code of Alabama, do
hereby certify that Article One of the Articles of Incorporation of Talton
Communications Corporation filed of record in the Probate Office of Dallas
County, Alabama, in Corporation Book 23, at Page 124, were duly and lawfully
amended at the Special Called Meeting of Shareholders and Members of the Board
of Directors of said Corporation on December 19, 1985, to read as follows:

     ARTICLE ONE: The name of the Corporation shall be Talton Telecommunications
     Corporation.



                                /s/ JULIUS E. TALTON
                                --------------------
                                         JULIUS E. TALTON



                                /s/ PEARLE L. TALTON
                                --------------------
                                         PEARLE L. TALTON



                                /s/ JAMES E. LUMPKIN
                                --------------------
                                         JAMES E. LUMPKIN

                                       2
<PAGE>
 
                       TALTON COMMUNICATIONS CORPORATION



                         BY:    /s/ JULIUS E. TALTON
                                --------------------
                                JULIUS E. TALTON, ITS PRESIDENT




ATTEST:



                 /s/ PEARLE L. TALTON
                 --------------------
            PEARLE L. TALTON, ITS SECRETARY

                                       3

<PAGE>
 
                                                                     EXHIBIT 3.6


                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                    TALTON TELECOMMUNICATIONS CORPORATIONS



                                   ARTICLE I

                                    OFFICES
                                    -------

     SECTION 1.  PRINCIPAL OFFICE.  The principal office of the Corporation 
     ---------   ----------------         
shall be in the County of Dallas, State of Texas.

     SECTION 2.  OTHER OFFICES.  The Corporation also may have offices at such
     ---------   -------------                                                
other places both within and without the State of Alabama as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                  ARTICLE II

                                 STOCKHOLDERS

     SECTION 1.  TIME AND PLACE OF MEETING.  Meetings of the stockholders 
     ---------   -------------------------       
shall be held at such times and at such places, within or without the State of
Alabama, as shall be determined by the Board of Directors.

     SECTION 2.  ANNUAL MEETINGS.  Annual meetings of stockholders shall be 
     ---------   ---------------      
held on the second Friday of the first month of each fiscal year if not a legal
holiday, and if a legal holiday, then on the next secular day following at 10:00
A.M., at which they shall elect a Board of Directors, and transact such other
business as may properly be brought before the meeting. The date of the annual
meeting of the stockholders may be held on a date different than that given
above if the Board so determines, and so states in the notice of the meeting or
in a duly executed waiver thereof.

     SECTION 3.  SPECIAL MEETINGS.  Special meetings of the stockholders may be
     ---------   ----------------                                              
called at any time by the Chief Executive Officer, President or the Board of
Directors, and shall be called by the President or the Secretary at the request
in writing of a majority of the Board of Directors, or at the request in writing
of the holders of not less than 25% of all the shares issued, outstanding and
entitled to vote at the meeting.  Such request shall state the purpose or
purposes of the proposed meeting.  Business transacted at special meetings shall
be confined to the purposes stated in the notice of the meeting.

                                 Page 1 of 18

<PAGE>
 
     SECTION 4.  NOTICE OF MEETINGS.  Whenever stockholders are required or
     ---------   ------------------                                        
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.  Unless otherwise provided by law, the Restated Certificate of
Incorporation, as amended or restated from time to time (the "Certificate of
                                                              --------------
Incorporation"), or these Bylaws, the written notice of any meeting shall be
- -------------                                                               
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder entitled to vote at such meeting.  If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

     SECTION 5.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.  In 
     ---------   ------------------------------------------------------- 
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which record date shall not (unless otherwise
provided for herein) precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors and which record date: (1) in
the case of determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by law,
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting; (2) in the case of determination of stockholders entitled to express
consent to corporate action in writing without a meeting, shall not be more than
ten (10) days from the date upon which the resolution fixing the record date is
adopted by the Board of Directors; and (3) in the case of any other action,
shall not be more than sixty (60) days prior to such other action. If no record
date is fixed: (1) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board

                                 Page 2 of 18

<PAGE>
 
of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, that the
Board of Directors may fix a new record date for the adjourned meeting.

     SECTION 6.  LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The Secretary shall
     ---------   -------------------------------------                      
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.  Upon the
willful neglect or refusal of the directors to produce such a list at any
meeting for the election of directors, they shall be ineligible for election to
any office at such meeting.  The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the Corporation, or to vote in person or proxy at
any meeting of stockholders.

     SECTION 7.  QUORUM.  The holders of issued and outstanding shares of 
     ---------   ------      
capital stock entitled to cast a majority of all votes, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by the
Certificate of Incorporation or by the General Corporation Law of the State of
Alabama (herein called the "Act"). If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote, present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. Once a quorum is constituted, the stockholders present or represented
by proxy at a meeting may continue to transact business until adjournment,
notwithstanding the subsequent withdrawal therefrom of such number of
stockholders as to leave less than a quorum.

     SECTION 8.  VOTING.  When a quorum is present at any meeting, a majority of
     ---------   ------                                                         
votes cast by the holders of the shares present or represented by proxy at such
meeting and entitled to vote shall unless otherwise provided for in the
Certificate of

                                 Page 3 of 18

<PAGE>
 
Incorporation or in the Shareholders Agreement (as defined in Article X) be the
act of the stockholders.

     Except as otherwise provided in the Certificate of Incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share having voting power held by such
stockholder.  At each election for directors every stockholder shall be entitled
to vote, in person or by proxy, the number of votes represented by shares owned
by him for as many persons as there are directors to be elected and for whose
election he has a right to vote.  Cumulative voting is prohibited by the
Certificate of Incorporation.  Every proxy must be executed in writing by the
stockholder or by his duly authorized attorney-in-fact.  No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided
therein.  Each proxy shall be revocable unless expressly provided therein to be
irrevocable or unless otherwise made irrevocable by law.

     Shares registered in the name of another corporation may be voted by such
officer, agent, or proxy as the Bylaws of such corporation may prescribe or, in
the absence of such provisions, as the Board of Directors of such corporation
may determine.

     Shares held by an administrator, executor, guardian, or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name as trustee.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without being transferred into his name, if such authority is contained
in an appropriate order of the court that appointed the receiver.

     A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

     SECTION 9.  PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
     ---------   --------------------------------------------------------  
Stockholders may be present at a meeting of stockholders in person or by proxy
(and, if present by proxy, may participate in such meeting of stockholders by
means of conference telephone or similar communications equipment by means 

                                 Page 4 of 18

<PAGE>
 
of which all persons participating in the meeting can hear each other).

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

     SECTION 1.  NUMBER OF DIRECTORS.  Subject to the terms of the Certificate 
     ---------   -------------------           
of Incorporation, the number of directors of the Corporation shall be fixed from
time to time by resolution of the Board of Directors, but in no case shall the
number of directors be less than 2 or more than 11.  Until otherwise fixed by
resolution of the Board of Directors, the number of directors shall be as stated
in the Certificate of Incorporation of the Corporation.  Except as otherwise
provided in the Certificate of Incorporation, no decrease in the number of
directors shall have the effect of reducing the term of any incumbent director.
Directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article III, and each director shall hold office
until (i) his successor is elected and qualified, (ii) he dies, (iii) he
resigns, or (iv) he is removed.  Directors need not be residents of the State of
Alabama or stockholders of the Corporation.

     SECTION 2.  VACANCIES.  Subject to other provisions of this Section and the
     ---------   ---------                                                      
Shareholders Agreement (as defined in Article XI) the following provisions shall
apply.  Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 10 of this Article III.  A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.  Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by unanimous vote of the existing directors.

     SECTION 3.  GENERAL POWERS.  The business of the Corporation shall be 
     ---------   --------------                                     
managed by its Board of Directors, which may exercise all powers of the
Corporation and do all such lawful acts and things, as are not by the Act, the
Certificate of Incorporation, the Shareholders Agreement or these Bylaws
directed or required to be exercised or done by the stockholders.

     SECTION 4.  PLACE OF MEETINGS.  The Board of Directors of the Corporation 
     ---------   -----------------         
may hold meetings, both regular and special, either within or without the State
of Alabama.

     SECTION 5.  ANNUAL MEETINGS.  The first meeting of each newly elected 
     ---------   ---------------      
Board of Directors shall be held, without further notice, immediately following
the annual meeting of stockholders at which such directors were elected,
provided a quorum shall be present. In the event such meeting is not held
immediately following the annual meeting, the meeting may be held at such time
and place as shall be specified in a notice given as 

                                 Page 5 of 18

<PAGE>
 
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver of notice signed by all of the directors.

     SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
     ---------   ----------------                                             
shall be held without special notice at such time and at such place as shall
from time to time be determined by the Board of Directors.

     SECTION 7.  SPECIAL MEETINGS.  Special meetings of the Board of Directors 
     ---------   ----------------                                             
may be called by or at the request of the Chairman of the Board of Directors or
the President, and shall be called by the Secretary on the written request of
three of the incumbent directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.

     SECTION 8.  NOTICE OF SPECIAL MEETINGS.  Notice of any special meetings 
     ---------   --------------------------      
shall be given at least 2 Business Days previous thereto if given either
personally (including written notice delivered personally or telephone notice)
or by telegram, and at least 2 Business Days previous thereto if given by
written notice mailed to each director at the address of his business or
residence. If mailed, the notice shall be deemed to be delivered when deposited
in the United States mail addressed in the above-specified manner, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting. For purposes hereof, "Business Day" shall mean any day
on which commercial banks are not authorized or required to close in New York,
New York, and shall also include any legal holiday on which the National Market
System of the National Association of Securities Dealers Automated Quotation
System is open for trading on a regular basis.

     SECTION 9.  WAIVER OF NOTICE.  Any director may waive notice of any 
     ---------   ----------------     
meeting, as provided in Article IV, Section 2, of these Bylaws. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

     SECTION 10.  QUORUM AND VOTING.
     ----------   ----------------- 

     (a)  At all meetings of the Board of Directors, the presence of a majority
of the number of directors fixed by Article III, Section 1, of these Bylaws
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the affirmative vote of at least a majority of the directors
present at any meeting at which there is a quorum shall be the act of the 

                                 Page 6 of 18

<PAGE>
 
Board of Directors, except as may be otherwise specifically provided by the Act,
the Certificate of Incorporation, these Bylaws, or as otherwise provided in
Section 10(b) below. If a quorum shall not be present at any meeting of
directors, a majority of the directors present thereat may adjourn the meeting
from time to time without notice other than announcement at the meeting, until a
quorum shall be present.

     (b)  As expressly provided in the Shareholders Agreement, for so long as
the CIBC Holders (as defined in the Shareholders Agreement) shall have the right
under the Shareholders Agreement to designate any directors, in regard to a
meeting of the Board of Directors, a quorum of the Board of Directors shall not
be deemed to exist unless at least one (1) director designated by CIBC is a part
of such quorum; provided, however, if there would have otherwise been a quorum
but for the absence of a CIBC-designated director, a majority of directors
present for such meeting may adjourn the meeting and send a special notice to
the CIBC-designated director(s) and the other directors not in attendance at the
meeting setting a date for reconvening the meeting of the Board of Directors at
least three (3) Business Days after the meeting as to which no quorum existed by
virtue of the absence of a CIBC-designated director was adjourned, and the Board
of Directors may reconvene at such time and conduct business if a quorum is
otherwise present, regardless of whether a CIBC-designated director is in
attendance. Notwithstanding the foregoing, this Section 10(b) shall not be
applicable to a meeting of the Board of Directors to consider a Selling Party's
Notice (as defined in the Shareholders Agreement) pursuant to Section 3(b) of
the Shareholders Agreement.

     SECTION 11.  CHAIRMAN OF THE BOARD.  The Board of Directors may elect a
     ----------   ---------------------                                     
Chairman of the Board at each annual meeting of the Board of Directors.  The
Chairman of the Board shall be a director of the Corporation and shall hold
office until the annual meeting of the Board of Directors following his election
or until his successor is elected and qualified.  The Chairman of the Board
shall preside at all meetings of the Board of Directors, and, in the absence of
the President, at all meetings of the stockholders.

     SECTION 12.  COMMITTEES.  The Board of Directors by resolution passed by a
     ----------   ----------                                                   
majority of the whole Board may designate an Executive Committee, to consist of
two or more directors, one of whom shall be designated as Chairman, who shall
preside at all meetings of such Committee.  At any meeting of the Committee a
majority of the members of the Committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the Committee. To the
extent provided in the resolution of the Board of Directors, the Executive
Committee shall have and may exercise all of the authority of the Board of
Directors, and shall have power to authorize the seal of the Corporation to be
affixed to all papers 

                                 Page 7 of 18

<PAGE>
 
which may require it. The designation of such Executive Committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or him
by law. Meetings of the Executive Committee may be called and notices given in
the same manner as calling and giving notice of special meetings of the Board of
Directors. Any member of the Executive Committee may be removed, for or without
cause, by the affirmative vote of a majority of the whole Board of Directors. If
any vacancy or vacancies occur in the Executive Committee, such vacancy or
vacancies shall be filled by the affirmative vote of a majority of the whole
Board of Directors.

     The Board of Directors by resolution passed by a majority of the whole
Board may designate an Audit Committee to consist of two or more directors, one
of whom shall be designated as Chairman, who shall preside at all meetings of
such Committee, which Committee shall be responsible for selecting any
investment banking firm engaged by the Corporation, and shall perform such other
functions as may be provided in such resolutions. The Board of Directors by
resolution passed by a majority of the whole Board may designate other
committees, each committee to consist of two or more directors, one of whom
shall be designated as Chairman and shall preside at all meetings of such
committee, which committees shall have such power and authority and shall
perform such functions as may be provided in such resolution. At any meeting of
a committee a majority of the members of such committee shall constitute a
quorum for the transaction of business, and the act of a majority of the members
present at any meeting at which a quorum is present shall be the act of the
committee. Such committee or committees shall have such name or names as may be
designated by the Board of Directors.

     The Executive Committee and all other such committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.

     SECTION 13.  COMPENSATION OF DIRECTORS. Directors, as such, shall not 
     ----------   -------------------------         
receive any stated salary for their services, but by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of any committee may, by resolution of the Board of Directors,
be allowed like compensation for attending meetings.

     SECTION 14.  ACTION BY UNANIMOUS CONSENT.  Any action required or 
     ----------   ---------------------------     
permitted to be taken at any meeting of the Board of Directors or of a committee
designated by the Board of Directors may be taken without a meeting if a written
consent, setting forth the action so taken, is signed by all the members of the
Board of Directors or the committee, as the case may be, and such 

                                 Page 8 of 18

<PAGE>
 
consent shall have the same force and effect as a unanimous vote at a meeting.
Any and all parties dealing with the Corporation shall be entitled to rely on a
copy or facsimile of any such written consent rather than an original thereof.

     SECTION 15.  PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
     ----------   --------------------------------------------------------  
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors may participate in and hold a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.


                                  ARTICLE IV

                                    NOTICES
                                    -------

     SECTION 1.  FORM OF NOTICE.  Whenever, under the provisions of the Act, the
     ---------   --------------                                                 
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, and no provision is made as to how such notice
shall be given, such notice shall be given in writing, by mail, postage prepaid,
addressed to such director or stockholder at such address as appears on the
books of the Corporation, provided, that such notice as is required to be given
to any director also may be given either personally (including written notice
delivered personally or telephone notice) or by telegram.  Any notice required
or permitted to be given by mail shall be deemed to be given at the time when
the same be thus deposited in the United States mail addressed in the above-
specified manner, with postage thereon prepaid.

     SECTION 2.  WAIVER.  Whenever any notice is required to be given to any
     ---------   ------                                                     
director or stockholder of the Corporation under the provisions of the Act, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated in such notice, shall be equivalent to the giving of such notice.

                                   ARTICLE V

                                   OFFICERS
                                   --------

     SECTION 1.  GENERAL.  The elected officers of the Corporation shall be a 
     ---------   -------        
Chief Executive Officer, a President, one or more Vice Presidents, with or
without such descriptive titles as the Board of Directors shall deem
appropriate, a Secretary and 

                                 Page 9 of 18

<PAGE>
 
a Treasurer. The Board of Directors by resolution may also appoint one or more
Assistant Secretaries, Assistant Treasurers and such other officers and
assistant officers and agents as from time to time may appear to be necessary or
advisable in the conduct of the affairs of the Corporation. Any two or more
offices may be held by the same person, and the offices of President and
Secretary may be held by the same person.

     SECTION 2.  ELECTION.  The Board of Directors at its first meeting after 
     ---------   --------       
each annual meeting of the stockholders shall elect and appoint the officers to
fill the positions designated in Section 1 of this Article V. The Board of
Directors may appoint such other officers and agents as it shall deem necessary
and may determine the salaries of all officers and agents from time to time. The
officers shall hold office until their successors are chosen and qualified. Any
officer elected or appointed by the Board of Directors may be removed, for or
without cause, at any time by a majority vote of the whole Board when in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointments of an officer or agent shall not of itself
create contract rights. Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise shall be filled by the Board of
Directors.

     SECTION 3.  CHIEF EXECUTIVE OFFICER AND PRESIDENT.  The Chief Executive
     ---------   -------------------------------------                      
Officer shall have the powers of chief executive officer of the Corporation, and
as chief executive officer shall have general supervision of the affairs of the
Corporation and shall have general and active control of all of its business.

     The Chief Executive Officer shall preside at all meetings of the
stockholders and Board of Directors. He shall have authority to execute bonds,
deeds, contracts in the name of the Corporation and to affix the corporate seal
thereto; to sign stock certificates; to cause the employment or appointment of
such employees and agents of the Corporation as the proper conduct of operations
may require, and to fix their compensation, subject to the provisions of these
Bylaws; to remove or suspend any employee or agent who shall have been employed
or appointed under his authority or under authority of an officer subordinate to
him; to suspend for cause, pending final action by the authority which shall
have supervisory power over him, any officer subordinate to the Chief Executive
Officer, and, in general, to exercise all the powers usually appertaining to the
office of Chief Executive Officer of a corporation, except as otherwise provided
in these Bylaws.

     The President may be Chief Executive Officer if so designated by the Board
of Directors. If not, he shall have such powers and perform such duties as are
prescribed by the Chief Executive Officer or by the Board of Directors and, in
the absence or disability of the Chief Executive Officer, he shall 

                                 Page 10 of 18

<PAGE>
 
have the powers and perform the duties of the Chief Executive Officer, except to
the extent that the Board of Directors shall have otherwise provided.

     SECTION 4.  VICE PRESIDENTS.  The Vice President or, if there be more than
     ---------   ---------------                                               
one, the Vice Presidents, shall perform all such duties and services as shall be
assigned to or required of them from time to time by the Board of Directors, the
Executive Committee, and the President.

     SECTION 5.  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall 
     ---------   -----------------------------------
attend all meetings of the Board of Directors and all meetings of the
stockholders and record all proceedings of the meetings of the stockholders of
the Corporation and of the Board of Directors in a book to be kept for that
purpose, and shall perform like duties for the Executive Committee when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and meetings of the Board of Directors. The Secretary shall
have charge of the seal of the Corporation and have authority to affix the same
to any instrument requiring it, and when so affixed, it shall be attested by the
Secretary's signature or by the signature of the Treasurer or an Assistant
Secretary or Assistant Treasurer, which may be in facsimile. The Secretary shall
keep and account for all books, documents, papers and records of the Corporation
except those for which some other officer or agent is properly accountable. He
shall have authority to sign stock certificates, and shall generally perform all
the duties usually appertaining to the office of the Secretary of a corporation.

     Assistant Secretaries, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Secretary, and in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribe from time to time.

     SECTION 6.  TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall be the
     ---------   ----------------------------------                             
chief financial officer of the Corporation and shall have active control of and
shall be responsible for all matters pertaining to the finances of the
Corporation. The Treasurer shall have the care and custody of all monies, funds
and securities of the Corporation and shall deposit all monies and other
valuable effects in the name of and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
cause to be recorded a statement of all receipts and disbursements of the
Corporation in order that proper entries may be made in the books of account.
The Treasurer shall have the power to sign stock certificates, to endorse for
deposit or collection, or otherwise, all checks, drafts, notes, bills of
exchange or other commercial paper payable to the Corporation, and to give
proper receipts or discharges for all payments to the Corporation. He shall be

                                 Page 11 of 18

<PAGE>
 
responsible for all terms of credit granted by the Corporation and for the
collection of all its accounts. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property or whatever
kind in his possession or under his control belonging to the Corporation.

     Assistant Treasurers, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers deemed necessary in order to assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribed from time to time.

     SECTION 7.  BONDING.  If required by the Board of Directors, all or 
     ---------   -------     
certain of the officers shall give the Corporation a bond in such form, in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors, for the faithful performance of the duties of their office and for
the restoration to the Corporation, in case of their death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in their possession or under their control
belonging to the Corporation.

                                  ARTICLE VI

                       CERTIFICATES REPRESENTING SHARES
                       --------------------------------

     SECTION 1.  FORM OF CERTIFICATES.  The Corporation shall deliver 
     ---------   --------------------
certificates representing all shares to which stockholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the books of the Corporation as they are issued.
Each certificate shall state on the face thereof that the Corporation is
organized under the laws of the State of Alabama; the name of the registered
holder; the number, class of shares and the designation of the series, if any,
which said certificate represents; and either the par value of the shares or a
statement that the shares are without par value. Each certificate shall also set
forth on the back thereof, a full or summary statement of matters required by
the Act or the Certificate of Incorporation to be described on certificates
representing shares, and shall contain a statement on the face thereof referring
to the matters set forth on the back thereof. 

                                 Page 12 of 18

<PAGE>
 
Certificates shall be signed by the Chief Executive Officer, President or any
Vice President and the Secretary or any Assistant Secretary, and may be sealed
with the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent or registered by a registrar, either of which
is other than the Corporation or an employee of the Corporation, the signatures
of the Corporation's officers may be facsimiles. In case any officer or officers
who have signed, or whose facsimile signature or signatures have been used on
such certificate or certificates, shall cease to be such officer or officers of
the Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation or its
agents, such certificate or certificates may be adopted, nevertheless, by the
Corporation and be issued and delivered as though the person or persons who
signed the certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.

     SECTION 2.  RESTRICTIONS ON TRANSFERABILITY OF SHARES.  In the event any
     ---------   -----------------------------------------                   
restriction on the transfer, or registration of the transfer of shares, shall be
imposed or agreed to, by the Corporation, as permitted by law, each certificate
representing shares so restricted shall conspicuously set forth a full or
summary statement of the restriction on the face of the certificate, or shall
set forth such statement on the back of the certificate and conspicuously state
on the face or back of the certificate that such restriction exists pursuant to
a specified document and that the Corporation will furnish to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business or registered office a copy of the specified
document.

     SECTION 3.  LOST CERTIFICATES.  The Corporation may direct that a new
     ---------   -----------------                                        
certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost or destroyed.  When authorizing the issuance of a new
certificate or certificates, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of the lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and give the Corporation a
bond in such form, in such sum, and with such surety or sureties as the
Corporation may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost or
destroyed.

     SECTION 4.  TRANSFER OF SHARES.  Shares of stock shall be transferable on 
     ---------   ------------------        
the books of the Corporation by the holder thereof in person or by his duly
authorized attorney. Subject to any restrictions on transfer set forth in the
Certificate of Incorporation of the Corporation, these Bylaws or any agreement

                                 Page 13 of 18

<PAGE>
 
among stockholders to which the Corporation is a party or has notice, upon
surrender to the Corporation or to the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it shall be the duty of the
Corporation or the transfer agent of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     SECTION 5.  REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to
     ---------   -----------------------                                       
recognize the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

                                  ARTICLE VII

                                INDEMNIFICATION
                                ---------------

     The Corporation shall indemnify any person (and the heirs, executors and
administrators of such person) who was or is an officer or director of the
Corporation or was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     The Corporation shall indemnify any person who was or is an officer or
director of the Corporation or was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Corporation, or is or was 

                                 Page 14 of 18

<PAGE>
 
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     The terms "liability" and "all expenses" shall include, but shall not be
limited to, legal fees and disbursements and amounts of judgments, fines or
penalties against, and amounts paid in settlement by, a director, officer or
employee.  Any expenses incurred by a director, officer or employee with respect
to any claim, action, suit or proceeding of the character described above may be
advanced prior to the final disposition thereof upon receipt of an agreement by
or on behalf of the recipient to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification under the provisions of this
Article VII.

     Any director or officer (and the heirs, executors and administrators of
such director or officer) who has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit or proceeding of the
character described above shall be entitled to indemnification as a matter of
right. Any indemnification hereunder (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the circumstance
because he has met the applicable standard of conduct described above. Such
determination shall be made if permitted by the General Corporation Law of the
State of Alabama upon the receipt from the person seeking indemnification of his
written affirmation that he has met the requisite standard of conduct necessary
for indemnification and his written understanding that he will repay such
advanced sums if it is ultimately determined that he has not met those
requirements. If not permitted by the General Corporation Law of the State of
Alabama, by a vote of the directors who are not parties to such action, suit or
proceeding even though less than a quorum or if there are no such directors, or
if such directors so direct, by independent legal counsel in a written opinion.

     The Corporation shall pay the expenses incurred by any person in defending
any proceeding in advance of its final 

                                Page 15 of 18 

<PAGE>
 
disposition; provided, however, that the payment of expenses incurred in advance
of the final disposition of the proceeding shall be made only upon receipt of an
undertaking to repay all amounts advanced if it should be ultimately determined
that such person is not entitled to be indemnified under this Article VII or
otherwise.

     If a claim for indemnification for payment of expenses under this Article
VII is not paid in full within sixty days after a written claim therefor has
been received by the Corporation, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action,
the Corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

     The rights conferred on any person by this Article VII shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, these by-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

     The Corporation's obligation to indemnify any person who was or is serving
at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or non-profit entity shall be
reduced by any amount such person may collect as indemnification from such other
corporation, partnership, joint venture, trust, enterprise or non-profit entity.

     The Corporation shall have the power to purchase and maintain insurance on
behalf of any director, officer, employee or agent against all liability and
expense that may be incurred by him in such capacity and in any other capacity
in which he served at the request of the Corporation, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VII.

     The rights of indemnification provided for in this Article VII shall be in
addition to any rights to which any such director or officer may be entitled
under the General Corporation Law of the State of Alabama, including any
agreement, vote of stockholders and the Certificate of Incorporation.

                                 ARTICLE VIII

                              GENERAL PROVISIONS
                              ------------------

     SECTION 1.  DIVIDENDS.  Dividends upon the outstanding shares of the
     ---------   ---------                                               
Corporation, subject to the provisions of the Act, the Certificate of
Incorporation and any agreements or obligations of the Corporation, if any, may
be declared by the Board of Directors at any regular or special meeting.
Dividends 

                                 Page 16 of 18

<PAGE>
 
may be declared and paid in cash, in property, or in shares of the Corporation,
provided that all such declarations and payments of dividends shall be in strict
compliance with all applicable laws and the Certificate of Incorporation. The
Board of Directors may fix in advance a record date for the purpose of
determining stockholders entitled to receive payment of any dividend, such
record date to be not more than 20 Business Days prior to the payment of such
dividend. In the absence of any action by the Board of Directors, the date upon
which the Board of Directors adopts the resolution declaring such dividend shall
be the record date.

     SECTION 2.  RESERVES.  There may be created by a resolution of the Board of
     ---------   --------                                                       
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its absolute discretion, deems
proper to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other proper purposes as
the Board of Directors shall deem beneficial to the Corporation, and the Board
of Directors may modify or abolish any reserve in the same manner in which it
was created.

     SECTION 3.  FISCAL YEAR.  The fiscal year of the Corporation shall be 
     ---------   -----------      
fixed by resolution of the Board of Directors.

     SECTION 4.  SEAL.  The Corporation shall have a seal which may be used by
     ---------   ----                                                         
causing it or a facsimile thereof to be impressed on, affixed to, or in any
manner reproduced upon, instruments of any nature required to be executed by its
proper officers.

     SECTION 5.  ANNUAL STATEMENT.  The Board of Directors shall present at each
     ---------   ----------------                                               
annual meeting and when called for by vote of the stockholders at any special
meeting of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     SECTION 6.  CHECKS.  All checks or demands for money and notes of the
     ---------   ------                                                   
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may designate from time to time.

     SECTION 7.  VOTING SECURITIES OWNED BY CORPORATION.  Voting securities in 
     ---------   --------------------------------------     
any other corporation held by this Corporation shall be voted by the President
or any Vice President, unless the Board of Directors confers authority to vote
with respect thereto, which may be general or confined to specific investments,
upon some other person or officer. Any person authorized to vote securities
shall have the power to appoint proxies with the general power of substitution.

     SECTION 8.  RESIGNATION.  Any director, officer, employee or agent of the
     ---------   -----------                                                  
Corporation may resign by giving written notice to the President or the
Secretary.  The  resignation shall take effect at the time specified therein, or
immediately if no time 

                                 Page 17 of 18

<PAGE>
 
is specified therein. Unless specified in such notice, the acceptance of such
resignation shall not be necessary to make it effective.

                                  ARTICLE IX

                             AMENDMENTS TO BYLAWS
                             --------------------

     These Bylaws may be altered, amended, modified or repealed, or new Bylaws
may be adopted at any meeting of the Board of Directors at which a quorum is
present by the affirmative vote of a majority of the Directors present at such
meeting.

                                   ARTICLE X

                SHAREHOLDERS AGREEMENT AND RESTATED CERTIFICATE
                -----------------------------------------------

     Reference is hereby made to that certain Shareholders Agreement (herein so
called) dated December 27, 1996 by and among Talton Holdings, Inc. and its
stockholders and warrant holders and the Certificate of Incorporation.  In the
event of a conflict or inconsistency between the terms of these Bylaws and the
terms of the Shareholders Agreement, the terms of the Shareholders Agreement
shall control.  In the event of a conflict or inconsistency between the terms of
these Bylaws and the terms of the Certificate of Incorporation, the terms of the
Certificate of Incorporation shall control.

                                 Page 18 of 18


<PAGE>
 
                                                                     EXHIBIT 3.7

                           ARTICLES OF INCORPORATION
                                      OF
                             TALTON CAROLINA, INC.



     For the purpose of forming a corporation under the Alabama Business
Corporation Act and any act amendatory thereof, supplementary thereto or
substituted therefor (hereinafter referred to as the "Act"), the undersigned do
hereby sign and adopt these Articles of Incorporation and, upon the filing for
record of these Articles of Incorporation in the Office of the Judge of Probate
of the county in which the initial registered office is established under
Article V hereof, the existence of a corporation (hereinafter referred to as the
"Corporation"), under the name set forth in Article I hereof, shall commence.

                                  ARTICLE I.
                                        
                                     NAME
                                     ----
                                        
     1.1  The name of the Corporation shall be TALTON CAROLINA, INC.

                                  ARTICLE II.
                                        
                              PERIOD OF DURATION
                              ------------------
                                        
     2.1  The duration of the Corporation shall be perpetual.

                                 ARTICLE III.

                         PURPOSES, OBJECTS AND POWERS
                         ----------------------------

     3.1  The purposes and objects and powers of the Corporation are:

     (a)  To engage in any lawful business, act or activity for which a
          corporation may be organized under the Act, it being the purpose and
          intent of this Article III to invest the Corporation with the broadest
          purposes, objects and powers lawfully permitted a corporation formed
          under the Act.

     (b)  To carry on any and all aspects, ordinary or extraordinary, of any
          lawful business and to enter into and carry out any transaction,
          ordinary or extraordinary, permitted by law, having and exercising in
          connection therewith all powers given to corporations by the laws of
          the State of Alabama.

     (c)  Without limiting the scope and generality of the foregoing, the
          Corporation shall have the following specific purposes, objects and
          powers:

                                       1

<PAGE>
 
          (1)  To engage in the business of owning, operating, selling, leasing,
     and otherwise engaging in the business of telephone and communications
     systems of all types, including coin telephone systems.

          (2)  To have and to exercise any and all of the powers specifically
     granted in the business corporation laws of the State of Alabama, none of
     which shall be deemed to be inconsistent with the nature, character or
     object of the Corporation and none of which are denied to it by these
     Articles of Incorporation.

          (3)  To build, manufacture or otherwise process or produce; to
     acquire, own, manage, operate, improve or deal with; to sell, lease,
     mortgage, pledge, distribute or otherwise deal in and dispose of, property
     of every kind and wheresoever situated.

          (4)  To purchase, lease or otherwise acquire any interest in the
     properties and rights of any person, firm, corporation or governmental
     unit; to pay for the same in cash, in shares of stock, bonds, or other
     securities, evidences of indebtedness or property of this Corporation or of
     any other person, firm, corporation or governmental unit.

          (5)  To be a promoter or incorporator, to subscribe for, purchase,
     deal in and dispose of, any stock, bond, obligation or other security, of
     any person, firm, corporation, or governmental unit, and while the owner
     and holder thereof, to exercise all rights of possession and ownership.

          (6)  To purchase or otherwise acquire (including without limitation,
     to purchase its own shares to the extent of unreserved and unrestricted
     capital surplus available therefor) to the fullest extent permitted by the
     Act, and to sell, pledge or otherwise deal in or dispose of shares of its
     own stock, bonds obligations or other securities.

          (7)  To borrow money from any person, firm, corporation, or
     governmental unit and to secure any debt by mortgage or pledge of any
     property of the Corporation; to make contracts, guarantees, and indemnity
     agreements and incur liabilities and issue its notes if not inconsistent
     with the provisions of the Constitution of Alabama as the same may be
     amended from time to time.

          (8)  To lend money, or aid or extend credit to or use its credit to
     assist, any person, firm, corporation, or governmental unit, including,
     without limitation, its employees and directors and those of any
     subsidiary, in accordance with the Act.

                                       2

<PAGE>
 
          (9)  To guarantee any indebtedness and other obligations of, and to
     lend its aid and credit to, any person, firm, corporation, or governmental
     unit, and to secure the same by mortgage or pledge of, or security interest
     in, any property of the Corporation.

          (10) To consolidate, merge or otherwise reorganize in any manner
     permitted by law; to engage in one or more partnerships and joint ventures
     as general or limited partner.

          (11) To carry on its business anywhere in the United States and in
     foreign countries.

          (12) To elect or appoint officers and agents and define their duties
     and fix their compensation; to pay pensions and establish pension plans,
     pension trusts, profit sharing plans, stock bonus plans, stock option
     plans, and other incentive or deferred compensation plans for any or all of
     its directors, officers and employees.

          (13) To make donations for the public welfare or for charitable,
     scientific, or educational purposes; to transact any lawful business which
     the Board of Directors shall find to be in aid of governmental policy.

     3.2  All words, phrases and provisions appearing in this Article III are
used in their broadest senses, are not limited by reference to or interference
from any other words, phrases or provisions and shall be so construed.

                                  ARTICLE IV.
                                        
                                 CAPITAL STOCK
                                 -------------
                                        
     4.1  The aggregate number of shares of capital stock which the Corporation
shall have the authority to issue shall be 5,000 shares of common stock of the
par value of $1.00 per share.

     4.2  The number of shares of capital stock which the Corporation shall
initially issue shall be 1,000 shares of common stock of the par value of $1.00
per share.

     4.3  Each holder of the shares of common stock shall be entitled to one
vote for each share held by such holder, including the election of directors.
There shall be no cumulative voting rights in the election of directors. There
shall be the class of common stock, and each share of common stock shall have
the same relative rights and be identical in all respects with the other shares
of common stock.

                                       3

<PAGE>
 
                                  ARTICLE V.
                                        
                    REGISTERED OFFICE AND REGISTERED AGENT;
                    ---------------------------------------
                               PRINCIPAL OFFICE
                               ----------------
                                        
     5.1  The location and mailing address of the initial registered office of
the Corporation shall be 1208 SELMA AVENUE, SELMA, ALABAMA, 36701.

     5.2  The initial registered agent at such address shall be JULIUS E.
TALTON, JR.

     5.3  The principal office of the Corporation in the State of Alabama shall
be 1208 SELMA AVENUE, SELMA, ALABAMA, 36701.

                                  ARTICLE VI.
                                        
                              BOARD OF DIRECTORS
                              ------------------
                                        
     6.1  The business and affairs of the Corporation shall be managed by the
Board of Directors.  The number of directors of the Corporation shall be fixed
from time to time by the bylaws, or in the absence of the bylaws fixing the
number of directors, the number of directors shall be ONE (1).  The number of
directors may be increased or decreased from time to time by amendment to the
bylaws, to the full extent permitted under the laws of the State of Alabama,
provided that the Board of Directors shall consist of not less than one natural
person, and that no decrease shall have the effect of shortening the term of any
incumbent director.

     6.2  The number of directors constituting the initial Board of Directors
shall be ONE (1).

     6.3  The name and address of the person who is to serve as director until
the first annual meeting of the shareholders or until his successors be elected
and qualify is:

     DIRECTOR                                     ADDRESS
     --------                                     -------

Julius E. Talton, Jr.                             710 Dallas Avenue
                                                  SELMA, ALABAMA 36701


                                 ARTICLE VII.
                                        
                                 INCORPORATORS
                                 -------------

     7.1  The name and address of the incorporator is:

     DIRECTOR                                     ADDRESS
     --------                                     -------

Julius E. Talton, Jr.                             710 Dallas Avenue
                                                  SELMA, ALABAMA 36701

                                       4

<PAGE>
 
                                 ARTICLE VIII.

                                    BYLAWS
                                    ------
                                        
     8.1  The initial bylaws of the Corporation shall be adopted by the
shareholders. The Board of Directors shall have the power and authority to
amend, repeal or alter the bylaws, in whole or in part, or adopt new bylaws;
provided, however, that the Board of Directors may not amend, repeal or alter
any bylaw establishing what constitutes a quorum at shareholders meetings. The
bylaws may contain any provisions governing the affairs of the Corporation, and
its directors and shareholders not inconsistent with the then existing laws of
the State of Alabama or these Articles of Incorporation.

                                  ARTICLE IX.
                                        
                                INDEMNIFICATION
                                ---------------
                                        
     9.1  The Corporation, acting through its Board of Directors, shall have the
authority to indemnify any person who was or is a party or threatened to be made
a party to any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
appeals, including an action by or in the right of the Corporation, by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as an
officer, director, partner, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such claim, action,
suit or proceeding, to the full extent authorized under Alabama law or any other
relevant laws.

     9.2  The Corporation, acting through its Board of Directors, shall have the
authority to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of the laws of Alabama or any other relevant laws.

                                       5

<PAGE>
 
                                   ARTICLE X
                                        
                                  AMENDMENTS
                                  ----------
                                        
     10.1  The Corporation reserves the right from time to time to amend, alter
or repeal each and every provision contained in these Articles of Incorporation,
or to add one or more additional provisions, in the manner now or hereafter
prescribed or permitted by the Alabama Business Corporation Act, and all rights
conferred upon shareholders at any time are granted subject to this reservation.

    IN TESTIMONY WHEREOF, witness the hand of the undersigned incorporator on
this the 26TH day of MAY, 1993.



                                                  /s/ JULIUS E. TALTON
                                            -----------------------------------
                                            Julius E. Talton, Jr.

                                       6

<PAGE>
 
                             ARTICLES OF AMENDMENT
                                        
                                    TO THE                     
                                                               
                           ARTICLES OF INCORPORATION          

                                      OF

                             COIN TELEPHONES, INC.

                   _________________________________________
                                        

     Pursuant to the provisions of Section 10-2A-113 of the Code of Alabama, the
Corporation adopts the following Articles of Amendment to its Articles of
Incorporation:

     1.   The name of the corporation is:  COIN TELEPHONES, INC., which name is
to be changed to TALTON TELECOMMUNICATIONS OF CAROLINA, INC., by the amendment
described herein.

     2.   The following amendment of the Articles of Incorporation were adopted
by the sole shareholder on July 1, 1994, to be effective on the 15th day of
July, 1994, in the manner prescribed by the Alabama Business Corporation Act:

          "The name of the Corporation shall be TALTON TELECOMMUNICATIONS OF
     CAROLINA, INC.

     3.   There is only one class of stock in the corporation consisting of
1,000 outstanding shares of common stock. The amendment was adopted by unanimous
consent of the sole shareholder, holding 1,000 shares, consisting of all of the
outstanding stock of the Corporation.

     DATED this 1ST day of JULY, 1994.

                              TALTON TELECOMMUNICATIONS OF CAROLINA, INC. 
                              (Formerly Coin Telephones, Inc.)


                              By:     /s/ JULIUS E. TALTON
                                   -------------------------------------------
                                   Julius E. Talton, Sr.
                                   President



                              By:     /s/ JULIUS E. TALTON, JR.
                                   -------------------------------------------
                                   Julius E. Talton, Jr.
                                   Secretary


<PAGE>
 
                             ARTICLES OF AMENDMENT
                                        
                                    TO THE

                           ARTICLES OF INCORPORATION

                                      OF

                             TALTON CAROLINA, INC.

                   _________________________________________
                                        

     Pursuant to the provisions of Section 10-2A-113 of the Code of Alabama, the
Corporation adopts the following Articles of Amendment to its Articles of
Incorporation:

     1.  The name of the corporation is:  TALTON CAROLINA, INC., which name is
to be changed to COIN TELEPHONES, INC., by the amendment described herein.

     2.  The following amendment of the Articles of Incorporation were adopted
by the sole shareholder on the 1st day of July, 1993, in the manner prescribed
by the Alabama Business Corporation Act:

         "The name of the Corporation shall be COIN TELEPHONES, INC.

     3.  There is only one class of stock in the corporation consisting of 1,000
outstanding shares of common stock.  The amendment was adopted by unanimous
consent of the sole shareholder, holding 1,000 shares, consisting of all of the
oustanding stock of the Corporation.

     DATED this 1ST day of JULY, 1993.

                                             COIN TELEPHONES, INC. (Formerly 
                                             Talton Carolina, Inc.)


                                             By:   /s/ JULIUS E. TALTON
                                                ------------------------------
                                                Julius E. Talton, Sr.
                                                President



                                             By:   /s/ JULIUS E. TALTON, JR.
                                                ------------------------------
                                                Julius E. Talton, Jr.
                                                Secretary

<PAGE>
 
                                                                     EXHIBIT 3.8

                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                  TALTON TELECOMMUNICATIONS OF CAROLINA INC.



                                   ARTICLE I

                                    OFFICES
                                    -------

  SECTION 1.  PRINCIPAL OFFICE.  The principal office of the Corporation shall
  ---------   ----------------
be in the County of Dallas, State of Texas.

  SECTION 2.  OTHER OFFICES.  The Corporation also may have offices at such
  ---------   -------------                                                
other places both within and without the State of Alabama as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                  ARTICLE II

                                 STOCKHOLDERS

  SECTION 1.  TIME AND PLACE OF MEETING.  Meetings of the stockholders shall be
  ---------   -------------------------                                        
held at such times and at such places, within or without the State of Alabama,
as shall be determined by the Board of Directors.

  SECTION 2.  ANNUAL MEETINGS.  Annual meetings of stockholders shall be held on
  ---------   ---------------                                                   
the second Friday of the first month of each fiscal year if not a legal holiday,
and if a legal holiday, then on the next secular day following at 10:00 A.M., at
which they shall elect a Board of Directors, and transact such other business as
may properly be brought before the meeting.  The date of the annual meeting of
the stockholders may be held on a date different than that given above if the
Board so determines, and so states in the notice of the meeting or in a duly
executed waiver thereof.

  SECTION 3.  SPECIAL MEETINGS.  Special meetings of the stockholders may be
  ---------   ----------------                                              
called at any time by the Chief Executive Officer, President or the Board of
Directors, and shall be called by the President or the Secretary at the request
in writing of a majority of the Board of Directors, or at the request in writing
of the holders of not less than 25% of all the shares issued, outstanding and
entitled to vote at the meeting.  Such request shall state the purpose or
purposes of the proposed meeting.  Business transacted at special meetings shall
be confined to the purposes stated in the notice of the meeting.

                                 Page 1 of 18
<PAGE>
 
  SECTION 4.  NOTICE OF MEETINGS.  Whenever stockholders are required or
  ---------   ------------------                                        
permitted to take any action at a meeting, a written notice of the meeting shall
be given that shall state the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.  Unless otherwise provided by law, the Certificate of Incorporation, as
amended or restated from time to time (the "Certificate of Incorporation"), or
                                            ----------------------------      
these Bylaws, the written notice of any meeting shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting.  If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.

  SECTION 5.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.  In order
  ---------   -------------------------------------------------------           
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not (unless otherwise provided
for herein) precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty (60) nor less than ten (10) days before the date of such meeting; (2) in
the case of determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be more than ten (10)
days from the date upon which the resolution fixing the record date is adopted
by the Board of Directors; and (3) in the case of any other action, shall not be
more than sixty (60) days prior to such other action.  If no record date is
fixed: (1) the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action of
the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board 

                                 Page 2 of 18
<PAGE>
 
of Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, that the Board of Directors may fix a new record date for the
adjourned meeting.

  SECTION 6.  LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The Secretary shall
  ---------   -------------------------------------                      
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.  Upon the
willful neglect or refusal of the directors to produce such a list at any
meeting for the election of directors, they shall be ineligible for election to
any office at such meeting.  The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the Corporation, or to vote in person or proxy at
any meeting of stockholders.

  SECTION 7.  QUORUM.  The holders of issued and outstanding shares of capital
  ---------   ------                                                          
stock entitled to cast a majority of all votes, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by the Certificate of
Incorporation or by the General Corporation Law of the State of Alabama (herein
called the "Act").  If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.  Once a quorum
is constituted, the stockholders present or represented by proxy at a meeting
may continue to transact business until adjournment, notwithstanding the
subsequent withdrawal therefrom of such number of stockholders as to leave less
than a quorum.

  SECTION 8.  VOTING.  When a quorum is present at any meeting, a majority of
  ---------   ------                                                         
votes cast by the holders of the shares present or represented by proxy at such
meeting and entitled to vote shall unless otherwise provided for in the
Certificate of 

                                 Page 3 of 18
<PAGE>
 
Incorporation or in the Shareholders Agreement (as defined in Article X) be the
act of the stockholders.

  Except as otherwise provided in the Certificate of Incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share having voting power held by such
stockholder.  At each election for directors every stockholder shall be entitled
to vote, in person or by proxy, the number of votes represented by shares owned
by him for as many persons as there are directors to be elected and for whose
election he has a right to vote.  Cumulative voting is prohibited by the
Certificate of Incorporation.  Every proxy must be executed in writing by the
stockholder or by his duly authorized attorney-in-fact.  No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided
therein.  Each proxy shall be revocable unless expressly provided therein to be
irrevocable or unless otherwise made irrevocable by law.

  Shares registered in the name of another corporation may be voted by such
officer, agent, or proxy as the Bylaws of such corporation may prescribe or, in
the absence of such provisions, as the Board of Directors of such corporation
may determine.

  Shares held by an administrator, executor, guardian, or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name as trustee.

  Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without being transferred into his name, if such authority is contained in an
appropriate order of the court that appointed the receiver.

  A stockholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

  Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

  SECTION 9.  PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
  ---------   --------------------------------------------------------  
Stockholders may be present at a meeting of stockholders in person or by proxy
(and, if present by proxy, may participate in such meeting of stockholders by
means of conference telephone or similar communications equipment by means

                                 Page 4 of 18
<PAGE>
 
of which all persons participating in the meeting can hear each other).

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

  SECTION 1.  NUMBER OF DIRECTORS.  Subject to the terms of the Certificate of
  ---------   -------------------                                             
Incorporation, the number of directors of the Corporation shall be fixed from
time to time by resolution of the Board of Directors, but in no case shall the
number of directors be less than 2 or more than 11.  Until otherwise fixed by
resolution of the Board of Directors, the number of directors shall be as stated
in the Certificate of Incorporation of the Corporation.  Except as otherwise
provided in the Certificate of Incorporation, no decrease in the number of
directors shall have the effect of reducing the term of any incumbent director.
Directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article III, and each director shall hold office
until (i) his successor is elected and qualified, (ii) he dies, (iii) he
resigns, or (iv) he is removed.  Directors need not be residents of the State of
Alabama or stockholders of the Corporation.

  SECTION 2.  VACANCIES.  Subject to other provisions of this Section and the
  ---------   ---------                                                      
Shareholders Agreement (as defined in Article XI) the following provisions shall
apply.  Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 10 of this Article III.  A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.  Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by unanimous vote of the existing directors.

  SECTION 3.  GENERAL POWERS.  The business of the Corporation shall be managed
  ---------   --------------                                                   
by its Board of Directors, which may exercise all powers of the Corporation and
do all such lawful acts and things, as are not by the Act, the Certificate of
Incorporation, the Shareholders Agreement or these Bylaws directed or required
to be exercised or done by the stockholders.

  SECTION 4.  PLACE OF MEETINGS.  The Board of Directors of the Corporation may
  ---------   -----------------                                                
hold meetings, both regular and special, either within or without the State of
Alabama.

  SECTION 5.  ANNUAL MEETINGS.  The first meeting of each newly elected Board of
  ---------   ---------------                                                   
Directors shall be held, without further notice, immediately following the
annual meeting of stockholders at which such directors were elected, provided a
quorum shall be present. In the event such meeting is not held immediately
following the annual meeting, the meeting may be held at such time and place as
shall be specified in a notice given as

                                 Page 5 of 18
<PAGE>
 
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver of notice signed by all of the directors.

  SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
  ---------   ----------------                                             
shall be held without special notice at such time and at such place as shall
from time to time be determined by the Board of Directors.

  SECTION 7.  SPECIAL MEETINGS.  Special meetings of the Board of Directors may
  ---------   ----------------                                                 
be called by or at the request of the Chairman of the Board of Directors or the
President, and shall be called by the Secretary on the written request of three
of the incumbent directors.  The person or persons authorized to call special
meetings of the Board of Directors may fix the place for holding any special
meeting of the Board of Directors called by them.

  SECTION 8.  NOTICE OF SPECIAL MEETINGS.  Notice of any special meetings shall
  ---------   --------------------------                                       
be given at least 2 Business Days previous thereto if given either personally
(including written notice delivered personally or telephone notice) or by
telegram, and at least 2 Business Days previous thereto if given by written
notice mailed to each director at the address of his business or residence.  If
mailed, the notice shall be deemed to be delivered when deposited in the United
States mail addressed in the above-specified manner, with postage thereon
prepaid.  If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.  For purposes hereof, "Business Day" shall mean any day on which
commercial banks are not authorized or required to close in New York, New York,
and shall also include any legal holiday on which the National Market System of
the National Association of Securities Dealers Automated Quotation System is
open for trading on a regular basis.

  SECTION 9.  WAIVER OF NOTICE.  Any director may waive notice of any meeting,
  ---------   ----------------                                                
as provided in Article IV, Section 2, of these Bylaws.  The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

  SECTION 10.  QUORUM AND VOTING.
  ----------   ----------------- 

  (a)  At all meetings of the Board of Directors, the presence of a majority of
the number of directors fixed by Article III, Section 1, of these Bylaws shall
be necessary and sufficient to constitute a quorum for the transaction of
business, and the affirmative vote of at least a majority of the directors
present at any meeting at which there is a quorum shall be the act of the 

                                 Page 6 of 18
<PAGE>
 
Board of Directors, except as may be otherwise specifically provided by the Act,
the Certificate of Incorporation, these Bylaws, or as otherwise provided in
Section 10(b) below. If a quorum shall not be present at any meeting of
directors, a majority of the directors present thereat may adjourn the meeting
from time to time without notice other than announcement at the meeting, until a
quorum shall be present.

  (b)  As expressly provided in the Shareholders Agreement, for so long as the
CIBC Holders (as defined in the Shareholders Agreement) shall have the right
under the Shareholders Agreement to designate any directors, in regard to a
meeting of the Board of Directors, a quorum of the Board of Directors shall not
be deemed to exist unless at least one (1) director designated by CIBC is a part
of such quorum; provided, however, if there would have otherwise been a quorum
but for the absence of a CIBC-designated director, a majority of directors
present for such meeting may adjourn the meeting and send a special notice to
the CIBC-designated director(s) and the other directors not in attendance at the
meeting setting a date for reconvening the meeting of the Board of Directors at
least three (3) Business Days after the meeting as to which no quorum existed by
virtue of the absence of a CIBC-designated director was adjourned, and the Board
of Directors may reconvene at such time and conduct business if a quorum is
otherwise present, regardless of whether a CIBC-designated director is in
attendance. Notwithstanding the foregoing, this Section 10(b) shall not be
applicable to a meeting of the Board of Directors to consider a Selling Party's
Notice (as defined in the Shareholders Agreement) pursuant to Section 3(b) of
the Shareholders Agreement.

  SECTION 11.  CHAIRMAN OF THE BOARD.  The Board of Directors may elect a
  ----------   ---------------------                                     
Chairman of the Board at each annual meeting of the Board of Directors.  The
Chairman of the Board shall be a director of the Corporation and shall hold
office until the annual meeting of the Board of Directors following his election
or until his successor is elected and qualified.  The Chairman of the Board
shall preside at all meetings of the Board of Directors, and, in the absence of
the President, at all meetings of the stockholders.

  SECTION 12.  COMMITTEES.  The Board of Directors by resolution passed by a
  ----------   ----------                                                   
majority of the whole Board may designate an Executive Committee, to consist of
two or more directors, one of whom shall be designated as Chairman, who shall
preside at all meetings of such Committee.  At any meeting of the Committee a
majority of the members of the Committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the Committee. To the
extent provided in the resolution of the Board of Directors, the Executive
Committee shall have and may exercise all of the authority of the Board of
Directors, and shall have power to authorize the seal of the Corporation to be
affixed to all papers

                                 Page 7 of 18
<PAGE>
 
which may require it. The designation of such Executive Committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or him
by law. Meetings of the Executive Committee may be called and notices given in
the same manner as calling and giving notice of special meetings of the Board of
Directors. Any member of the Executive Committee may be removed, for or without
cause, by the affirmative vote of a majority of the whole Board of Directors. If
any vacancy or vacancies occur in the Executive Committee, such vacancy or
vacancies shall be filled by the affirmative vote of a majority of the whole
Board of Directors.

  The Board of Directors by resolution passed by a majority of the whole Board
may designate an Audit Committee to consist of two or more directors, one of
whom shall be designated as Chairman, who shall preside at all meetings of such
Committee, which Committee shall be responsible for selecting any investment
banking firm engaged by the Corporation, and shall perform such other functions
as may be provided in such resolutions.  The Board of Directors by resolution
passed by a majority of the whole Board may designate other committees, each
committee to consist of two or more directors, one of whom shall be designated
as Chairman and shall preside at all meetings of such committee, which
committees shall have such power and authority and shall perform such functions
as may be provided in such resolution.  At any meeting of a committee a majority
of the members of such committee shall constitute a quorum for the transaction
of business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the committee.  Such committee or
committees shall have such name or names as may be designated by the Board of
Directors.

  The Executive Committee and all other such committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.

  SECTION 13.  COMPENSATION OF DIRECTORS. Directors, as such, shall not receive
  ----------   -------------------------                                       
any stated salary for their services, but by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of any committee may, by resolution of the Board of Directors, be allowed like
compensation for attending meetings.

  SECTION 14.  ACTION BY UNANIMOUS CONSENT.  Any action required or permitted to
  ----------   ---------------------------                                      
be taken at any meeting of the Board of Directors or of a committee designated
by the Board of Directors may be taken without a meeting if a written consent,
setting forth the action so taken, is signed by all the members of the Board of
Directors or the committee, as the case may be, and such 

                                 Page 8 of 18
<PAGE>
 
consent shall have the same force and effect as a unanimous vote at a meeting.
Any and all parties dealing with the Corporation shall be entitled to rely on a
copy or facsimile of any such written consent rather than an original thereof.

  SECTION 15.  PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
  ----------   --------------------------------------------------------  
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors may participate in and hold a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.


                                  ARTICLE IV

                                    NOTICES
                                    -------

  SECTION 1.  FORM OF NOTICE.  Whenever, under the provisions of the Act, the
  ---------   --------------                                                 
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, and no provision is made as to how such notice
shall be given, such notice shall be given in writing, by mail, postage prepaid,
addressed to such director or stockholder at such address as appears on the
books of the Corporation, provided, that such notice as is required to be given
to any director also may be given either personally (including written notice
delivered personally or telephone notice) or by telegram.  Any notice required
or permitted to be given by mail shall be deemed to be given at the time when
the same be thus deposited in the United States mail addressed in the above-
specified manner, with postage thereon prepaid.

  SECTION 2.  WAIVER.  Whenever any notice is required to be given to any
  ---------   ------                                                     
director or stockholder of the Corporation under the provisions of the Act, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated in such notice, shall be equivalent to the giving of such notice.


                                   ARTICLE V

                                   OFFICERS
                                   --------

  SECTION 1.  GENERAL.  The elected officers of the Corporation shall be a Chief
  ---------   -------                                                           
Executive Officer, a President, one or more Vice Presidents, with or without
such descriptive titles as the Board of Directors shall deem appropriate, a
Secretary and 

                                 Page 9 of 18
<PAGE>
 
a Treasurer. The Board of Directors by resolution may also appoint one or more
Assistant Secretaries, Assistant Treasurers and such other officers and
assistant officers and agents as from time to time may appear to be necessary or
advisable in the conduct of the affairs of the Corporation. Any two or more
offices may be held by the same person, and the offices of President and
Secretary may be held by the same person.

  SECTION 2.  ELECTION.  The Board of Directors at its first meeting after each
  ---------   --------                                                         
annual meeting of the stockholders shall elect and appoint the officers to fill
the positions designated in Section 1 of this Article V.  The Board of Directors
may appoint such other officers and agents as it shall deem necessary and may
determine the salaries of all officers and agents from time to time.  The
officers shall hold office until their successors are chosen and qualified.  Any
officer elected or appointed by the Board of Directors may be removed, for or
without cause, at any time by a majority vote of the whole Board when in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.  Election or appointments of an officer or agent shall not of itself
create contract rights.  Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise shall be filled by the Board of
Directors.

  SECTION 3.  CHIEF EXECUTIVE OFFICER AND PRESIDENT.  The Chief Executive
  ---------   -------------------------------------                      
Officer shall have the powers of chief executive officer of the Corporation, and
as chief executive officer shall have general supervision of the affairs of the
Corporation and shall have general and active control of all of its business.

  The Chief Executive Officer shall preside at all meetings of the stockholders
and Board of Directors.  He shall have authority to execute bonds, deeds,
contracts in the name of the Corporation and to affix the corporate seal
thereto; to sign stock certificates; to cause the employment or appointment of
such employees and agents of the Corporation as the proper conduct of operations
may require, and to fix their compensation, subject to the provisions of these
Bylaws; to remove or suspend any employee or agent who shall have been employed
or appointed under his authority or under authority of an officer subordinate to
him; to suspend for cause, pending final action by the authority which shall
have supervisory power over him, any officer subordinate to the Chief Executive
Officer, and, in general, to exercise all the powers usually appertaining to the
office of Chief Executive Officer of a corporation, except as otherwise provided
in these Bylaws.

  The President may be Chief Executive Officer if so designated by the Board of
Directors.  If not, he shall have such powers and perform such duties as are
prescribed by the Chief Executive Officer or by the Board of Directors and, in
the absence or disability of the Chief Executive Officer, he shall 

                                 Page 10 of 18
<PAGE>
 
have the powers and perform the duties of the Chief Executive Officer, except to
the extent that the Board of Directors shall have otherwise provided.

  SECTION 4.  VICE PRESIDENTS.  The Vice President or, if there be more than
  ---------   ---------------                                               
one, the Vice Presidents, shall perform all such duties and services as shall be
assigned to or required of them from time to time by the Board of Directors, the
Executive Committee, and the President.

  SECTION 5.  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall attend
  ---------   -----------------------------------                             
all meetings of the Board of Directors and all meetings of the stockholders and
record all proceedings of the meetings of the stockholders of the Corporation
and of the Board of Directors in a book to be kept for that purpose, and shall
perform like duties for the Executive Committee when required.  The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
meetings of the Board of Directors.  The Secretary shall have charge of the seal
of the Corporation and have authority to affix the same to any instrument
requiring it, and when so affixed, it shall be attested by the Secretary's
signature or by the signature of the Treasurer or an Assistant Secretary or
Assistant Treasurer, which may be in facsimile.  The Secretary shall keep and
account for all books, documents, papers and records of the Corporation except
those for which some other officer or agent is properly accountable.  He shall
have authority to sign stock certificates, and shall generally perform all the
duties usually appertaining to the office of the Secretary of a corporation.

  Assistant Secretaries, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Secretary, and in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribe from time to time.

  SECTION 6.  TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall be the
  ---------   ----------------------------------                             
chief financial officer of the Corporation and shall have active control of and
shall be responsible for all matters pertaining to the finances of the
Corporation. The Treasurer shall have the care and custody of all monies, funds
and securities of the Corporation and shall deposit all monies and other
valuable effects in the name of and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
cause to be recorded a statement of all receipts and disbursements of the
Corporation in order that proper entries may be made in the books of account.
The Treasurer shall have the power to sign stock certificates, to endorse for
deposit or collection, or otherwise, all checks, drafts, notes, bills of
exchange or other commercial paper payable to the Corporation, and to give
proper receipts or discharges for all payments to the Corporation. He shall be

                                 Page 11 of 18
<PAGE>
 
responsible for all terms of credit granted by the Corporation and for the
collection of all its accounts. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property or whatever
kind in his possession or under his control belonging to the Corporation.

  Assistant Treasurers, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers deemed necessary in order to assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribed from time to time.

  SECTION 7.  BONDING.  If required by the Board of Directors, all or certain of
  ---------   -------                                                           
the officers shall give the Corporation a bond in such form, in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors,
for the faithful performance of the duties of their office and for the
restoration to the Corporation, in case of their death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in their possession or under their control belonging to the
Corporation.


                                  ARTICLE VI

                       CERTIFICATES REPRESENTING SHARES
                       --------------------------------

  SECTION 1.  FORM OF CERTIFICATES.  The Corporation shall deliver certificates
  ---------   --------------------                                             
representing all shares to which stockholders are entitled.  Certificates
representing shares of the Corporation shall be in such form as shall be
determined by
the Board of Directors and shall be numbered consecutively and entered in the
books of the Corporation as they are issued.  Each certificate shall state on
the face thereof that the Corporation is organized under the laws of the State
of Alabama; the name of the registered holder; the number, class of shares and
the designation of the series, if any, which said certificate represents; and
either the par value of the shares or a statement that the shares are without
par value.  Each certificate shall also set forth on the back thereof, a full or
summary statement of matters required by the Act or the Certificate of
Incorporation to be described on certificates representing shares, and shall
contain a statement on the face thereof referring to the matters set forth on
the back thereof.  

                                 Page 12 of 18
<PAGE>
 
Certificates shall be signed by the Chief Executive Officer, President or any
Vice President and the Secretary or any Assistant Secretary, and may be sealed
with the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent or registered by a registrar, either of which
is other than the Corporation or an employee of the Corporation, the signatures
of the Corporation's officers may be facsimiles. In case any officer or officers
who have signed, or whose facsimile signature or signatures have been used on
such certificate or certificates, shall cease to be such officer or officers of
the Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation or its
agents, such certificate or certificates may be adopted, nevertheless, by the
Corporation and be issued and delivered as though the person or persons who
signed the certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.

  SECTION 2.  RESTRICTIONS ON TRANSFERABILITY OF SHARES.  In the event any
  ---------   -----------------------------------------                   
restriction on the transfer, or registration of the transfer of shares, shall be
imposed or agreed to, by the Corporation, as permitted by law, each certificate
representing shares so restricted shall conspicuously set forth a full or
summary statement of the restriction on the face of the certificate, or shall
set forth such statement on the back of the certificate and conspicuously state
on the face or back of the certificate that such restriction exists pursuant to
a specified document and that the Corporation will furnish to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business or registered office a copy of the specified
document.

  SECTION 3.  LOST CERTIFICATES.  The Corporation may direct that a new
  ---------   -----------------                                        
certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost or destroyed. When authorizing the issuance of a new
certificate or certificates, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of the lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and give the Corporation a
bond in such form, in such sum, and with such surety or sureties as the
Corporation may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost or
destroyed.

  SECTION 4.  TRANSFER OF SHARES.  Shares of stock shall be transferable on the
  ---------   ------------------                                               
books of the Corporation by the holder thereof in person or by his duly
authorized attorney.  Subject to any restrictions on transfer set forth in the
Certificate of Incorporation of the Corporation, these Bylaws or any agreement

                                 Page 13 of 18
<PAGE>
 
among stockholders to which the Corporation is a party or has notice, upon
surrender to the Corporation or to the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it shall be the duty of the
Corporation or the transfer agent of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

  SECTION 5.  REGISTERED STOCKHOLDERS.  The Corporation shall be entitled to
  ---------   -----------------------                                       
recognize the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.


                                  ARTICLE VII

                                INDEMNIFICATION
                                ---------------

  The Corporation shall indemnify any person (and the heirs, executors and
administrators of such person) who was or is an officer or director of the
Corporation or was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

  The Corporation shall indemnify any person who was or is an officer or
director of the Corporation or was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Corporation, or is or was 

                                 Page 14 of 18
<PAGE>
 
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

  The terms "liability" and "all expenses" shall include, but shall not be
limited to, legal fees and disbursements and amounts of judgments, fines or
penalties against, and amounts paid in settlement by, a director, officer or
employee.  Any expenses incurred by a director, officer or employee with respect
to any claim, action, suit or proceeding of the character described above may be
advanced prior to the final disposition thereof upon receipt of an agreement by
or on behalf of the recipient to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification under the provisions of this
Article VII.

  Any director or officer (and the heirs, executors and administrators of such
director or officer) who has been wholly successful, on the merits or otherwise,
with respect to any claim, action, suit or proceeding of the character described
above shall be entitled to indemnification as a matter of right.  Any
indemnification hereunder (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstance because
he has met the applicable standard of conduct described above.  Such
determination shall be made if permitted by the General Corporation Law of the
State of Alabama upon the receipt from the person seeking indemnification of his
written affirmation that he has met the requisite standard of conduct necessary
for indemnification and his written understanding that he will repay such
advanced sums if it is ultimately determined that he has not met those
requirements.  If not permitted by the General Corporation Law of the State of
Alabama, by a vote of the directors who are not parties to such action, suit or
proceeding even though less than a quorum or if there are no such directors, or
if such directors so direct, by independent legal counsel in a written opinion.

  The Corporation shall pay the expenses incurred by any person in defending any
proceeding in advance of its final 

                                 Page 15 of 18
<PAGE>
 
disposition; provided, however, that the payment of expenses incurred in advance
of the final disposition of the proceeding shall be made only upon receipt of an
undertaking to repay all amounts advanced if it should be ultimately determined
that such person is not entitled to be indemnified under this Article VII or
otherwise.

  If a claim for indemnification for payment of expenses under this Article VII
is not paid in full within sixty days after a written claim therefor has been
received by the Corporation, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim.  In any such action, the
Corporation shall have the burden of proving that the claimant was not entitled
to the requested indemnification or payment of expenses under applicable law.

  The rights conferred on any person by this Article VII shall not be exclusive
of any other rights which such person may have or hereafter acquire under any
statute, provision of the certificate of incorporation, these by-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

  The Corporation's obligation to indemnify any person who was or is serving at
its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or non-profit entity shall be
reduced by any amount such person may collect as indemnification from such other
corporation, partnership, joint venture, trust, enterprise or non-profit entity.

  The Corporation shall have the power to purchase and maintain insurance on
behalf of any director, officer, employee or agent against all liability and
expense that may be incurred by him in such capacity and in any other capacity
in which he served at the request of the Corporation, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VII.

  The rights of indemnification provided for in this Article VII shall be in
addition to any rights to which any such director or officer may be entitled
under the General Corporation Law of the State of Alabama, including any
agreement, vote of stockholders and the Certificate of Incorporation.


                                 ARTICLE VIII

                              GENERAL PROVISIONS
                              ------------------

  SECTION 1.  DIVIDENDS.  Dividends upon the outstanding shares of the
  ---------   ---------                                               
Corporation, subject to the provisions of the Act, the Certificate of
Incorporation and any agreements or obligations of the Corporation, if any, may
be declared by the 

                                 Page 16 of 18
<PAGE>
 
Board of Directors at any regular or special meeting. Dividends may be declared
and paid in cash, in property, or in shares of the Corporation, provided that
all such declarations and payments of dividends shall be in strict compliance
with all applicable laws and the Certificate of Incorporation. The Board of
Directors may fix in advance a record date for the purpose of determining
stockholders entitled to receive payment of any dividend, such record date to be
not more than 20 Business Days prior to the payment of such dividend. In the
absence of any action by the Board of Directors, the date upon which the Board
of Directors adopts the resolution declaring such dividend shall be the record
date.

  SECTION 2.  RESERVES.  There may be created by a resolution of the Board of
  ---------   --------                                                       
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its absolute discretion, deems
proper to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other proper purposes as
the Board of Directors shall deem beneficial to the Corporation, and the Board
of Directors may modify or abolish any reserve in the same manner in which it
was created.

  SECTION 3.  FISCAL YEAR.  The fiscal year of the Corporation shall be fixed by
  ---------   -----------                                                       
resolution of the Board of Directors.

  SECTION 4.  SEAL.  The Corporation shall have a seal which may be used by
  ---------   ----                                                         
causing it or a facsimile thereof to be impressed on, affixed to, or in any
manner reproduced upon, instruments of any nature required to be executed by its
proper officers.

  SECTION 5.  ANNUAL STATEMENT.  The Board of Directors shall present at each
  ---------   ----------------                                               
annual meeting and when called for by vote of the stockholders at any special
meeting of the stockholders, a full and clear statement of the business and
condition of the Corporation.

  SECTION 6.  CHECKS.  All checks or demands for money and notes of the
  ---------   ------                                                   
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may designate from time to time.

  SECTION 7.  VOTING SECURITIES OWNED BY CORPORATION.  Voting securities in any
  ---------   --------------------------------------                           
other corporation held by this Corporation shall be voted by the President or
any Vice President, unless the Board of Directors confers authority to vote with
respect thereto, which may be general or confined to specific investments, upon
some other person or officer.  Any person authorized to vote securities shall
have the power to appoint proxies with the general power of substitution.

  SECTION 8.  RESIGNATION.  Any director, officer, employee or agent of the
  ---------   -----------                                                  
Corporation may resign by giving written notice to the President or the
Secretary.  The  resignation shall take 

                                 Page 17 of 18
<PAGE>
 
effect at the time specified therein, or immediately if no time is specified
therein. Unless specified in such notice, the acceptance of such resignation
shall not be necessary to make it effective.


                                  ARTICLE IX

                             AMENDMENTS TO BYLAWS
                             --------------------

  These Bylaws may be altered, amended, modified or repealed, or new Bylaws may
be adopted at any meeting of the Board of Directors at which a quorum is present
by the affirmative vote of a majority of the Directors present at such meeting.


                                   ARTICLE X

                SHAREHOLDERS AGREEMENT AND RESTATED CERTIFICATE
                -----------------------------------------------

  Reference is hereby made to that certain Shareholders Agreement (herein so
called) dated December 27, 1996 by and among Talton Holdings, Inc. and its
stockholders and warrant holders and the Certificate of Incorporation.  In the
event of a conflict or inconsistency between the terms of these Bylaws and the
terms of the Shareholders Agreement, the terms of the Shareholders Agreement
shall control.  In the event of a conflict or inconsistency between the terms of
these Bylaws and the terms of the Certificate of Incorporation, the terms of the
Certificate of Incorporation shall control.

                                 Page 18 of 18

<PAGE>
 
                                                                     EXHIBIT 3.9

                         CERTIFICATE OF INCORPORATION
                                        
                                      FOR
                                        
                                TALTON STC, INC.



    THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter
stated under and pursuant of the provisions of the General Corporation Law of
the State of Delaware, does hereby certify as follows:

                                   ARTICLE I
                                   ---------

    The name of the corporation is TALTON STC, INC.

                                   ARTICLE II
                                   ----------

    The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such registered office is
CORPORATION SERVICE COMPANY.

                                  ARTICLE III
                                  -----------

    The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.  The Corporation is to have a perpetual existence.

                                   ARTICLE IV
                                   ----------

    The total number of shares of stock which the Corporation shall have
authority to issue is 1000 shares of Common Stock, $1.00 par value per share.

                                      -1-
<PAGE>
 
                                   ARTICLE V
                                   ---------

    The following provisions are inserted for the management of the business and
the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

         A.  The business and affairs of the Corporation shall be
    managed by or under the direction of the Board of Directors.

         B.  The Board of Directors shall have concurrent power with
    the stockholders to make, alter, amend, change, add to or repeal
    the Bylaws of the Corporation.

         C.  The number of directors of the Corporation shall be as
    from time to time fixed by, or in the manner provided in, the
    Bylaws of the Corporation. Election of directors need not be by
    written ballot unless the Bylaws so provide.

         D.  In addition to the powers and authority expressly
    conferred upon them herein or by statute, the directors are hereby
    empowered to exercise all such powers and do all such acts and
    things as may be exercised or done by the Corporation, subject,
    nevertheless, to the provisions of the Delaware General
    Corporation Law, this Certificate of Incorporation, and any Bylaws
    adopted by the stockholders; provided, however, that no Bylaws
    hereafter adopted by the stockholders shall invalidate any prior
    act of the

                                      -2-
<PAGE>
 
    directors which would have been valid if such Bylaws had not been
    adopted.

         E.  No director shall be personally liable to the Corporation
    or its stockholders for monetary damages for any breach of
    fiduciary duty by such director as a director. Notwithstanding the
    foregoing sentence, a director shall be liable to the extent
    provided by applicable law (i) for breach of the director's duty
    of loyalty to the Corporation or its stockholders, (ii) for acts
    or omissions not in good faith or which involve intentional
    misconduct or a knowing violation of law, (iii) pursuant to
    Section 174 of the Delaware General Corporation Law, or (iv) for
    any transaction from which the director derived an improper
    personal benefit. No amendment to or repeal of this Subsection (E)
    to Article V shall apply to or have any effect on the liability or
    alleged liability of any director of the Corporation for or with
    respect to any acts or omissions of such director occurring prior
    to such amendment.

                                   ARTICLE VI
                                   ----------

    Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide.  The books of the Corporation may be kept
(subject to any provision contained in the Delaware General Corporation Law)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the Corporation.

                                      -3-
<PAGE>
 
                                  ARTICLE VII
                                  -----------

    Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of the Delaware General Corporation Law or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of the Delaware General
Corporation Law, order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of this Corporation, as the case
may be, to be summoned in such manner as the said court directs.  If a majority
in number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

                                      -4-
<PAGE>
 
                                  ARTICLE VIII
                                  ------------

    The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute and this Certificate of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

                                   ARTICLE IX
                                   ----------

    The amount of the authorized stock of the Corporation of any class or
classes may be increased or decreased by the affirmative vote of the holders of
a majority of the stock of the Corporation entitled to vote.

                                   ARTICLE X
                                   ---------

    Elections of directors need not be by ballot unless the By-Laws of the
Corporation shall so provide.

                                   ARTICLE XI
                                   ----------

         A.  The incorporator of the Corporation is Carl C. Christoff,
    whose mailing address is 2323 Bryan Street, Suite 2200, Dallas,
    Texas 75201.

         B.  The names and mailing addresses of the persons who are to
    serve as directors of the Corporation until the first annual
    meeting of stockholders and until their successors are elected and
    qualified are as follows:

         Name                           Address
         ----                           -------

    Todd W. Follmer               3811 Turtle Creek Boulevard
                                  Suite 1300
                                  Dallas, Texas  75219

                                      -5-
<PAGE>
 
    IN WITNESS WHEREOF, I have hereunto set my hand this 29nd day of May, 1997.



                                 /s/ CARL C. CHRISTOFF
                               ------------------------------------
                               Carl C. Christoff
                               Incorporator



In the Presence of:



 /s/ J. CAROL SMITH
- --------------------------
J. Carol Smith

                                      -6-

<PAGE>
 
                                                                    EXHIBIT 3.10

                                    BYLAWS
                                        
                                      OF
                                        
                               TALTON STC, INC.
                                        

                                   ARTICLE I
                                        
                                    OFFICES
                                    -------
                                        
    SECTION 1.  PRINCIPAL OFFICE.  The principal office of the Corporation shall
    ---------   ----------------                                                
be in the County of Jackson, State of Missouri.

    SECTION 2.  OTHER OFFICES.  The Corporation also may have offices at such
    ---------   -------------                                                
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                  ARTICLE II
                                        
                                 SHAREHOLDERS
                                 ------------
                                        
    SECTION 1.  TIME AND PLACE OF MEETING.  Meetings of the shareholders shall
    ---------   -------------------------                                     
be held at such times and at such places, within or without the State of
Delaware, as shall be determined by the Board of Directors.

    SECTION 2.  ANNUAL MEETINGS.  Annual meetings of shareholders shall be held
    ---------   ---------------                                                
on the second Friday of the first month of each fiscal year if not a legal
holiday, and if a legal holiday, then on the next secular day following at 10:00
A.M., at which they shall elect a Board of Directors, and transact such other
business as may properly be brought before the meeting.  The date of the annual
meeting of the shareholders may be held on a date different than that given
above if the Board so determines, and so states in the notice of the meeting or
in a duly executed waiver thereof.

    SECTION 3.  SPECIAL MEETINGS.  Special meetings of the shareholders may be
    ---------   ----------------                                              
called at any time by the President or the Board of Directors, and shall be
called by the President or the Secretary at the request in writing of a majority
of the Board of Directors, or at the request in writing of the holders of not
less than 40% of all the shares issued, outstanding and entitled to vote at the
meeting.  Such request shall state the purpose or purposes of the proposed
meeting.  Business transacted at special meetings shall be confined to the
purposes stated in the notice of the meeting.

                                 Page 1 of 15
<PAGE>
 
    SECTION 4.  NOTICE.  Written or printed notice stating the place, day and
    ---------   ------                                                       
hour of any shareholders' meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 10 nor more than 50 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary or the
officer or person calling the meeting, to each shareholder of record entitled to
vote at such meeting.  If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, postage prepaid, to the shareholder at
his address as it appears on the stock transfer books of the Corporation.

    SECTION 5.  CLOSING OF STOCK TRANSFER BOOKS AND FIXING RECORD DATE.  For the
    ---------   ------------------------------------------------------          
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, 50 days.  If the stock transfer books shall be closed for
the purpose of determining shareholders, such books shall be closed for at least
10 days immediately preceding such meeting.  In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than 50 days and, in case of a meeting of stockholders, not less than 10
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.  When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof except
where the determination has been made through the closing of stock transfer
books and the stated period of closing has expired.

    SECTION 6.  LIST OF SHAREHOLDERS.  The officer or agent of the Corporation
    ---------   --------------------                                          
having charge of the stock transfer books for shares of the Corporation shall
make, at least 10 days before each meeting of the shareholders, a complete list
of the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of voting
shares held by each, which list, for a period of 10 days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to inspection by any shareholder at any time during the usual

                                 Page 2 of 15
<PAGE>
 
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to examine such
list of transfer books or to vote at any meetings of shareholders.

    SECTION 7.  QUORUM.  The holders of a majority of the issued and outstanding
    ---------   ------                                                          
shares and entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by the Articles of
Incorporation or by the General Corporation Law of the State of Delaware (herein
called the "Act").  If, however, such quorum shall not be present or represented
at any meeting of the shareholders, the shareholders entitled to vote, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.  Once a quorum
is constituted, the shareholders present or represented by proxy at a meeting
may continue to transact business until adjournment, notwithstanding the
subsequent withdrawal therefrom of such number of shareholders as to leave less
than a quorum.

    SECTION 8.  VOTING.  When a quorum is present at any meeting, the vote of
    ---------   ------                                                       
the holders of a majority of the shares present or represented by proxy at such
meeting and entitled to vote shall be the act of the shareholders.

    Each shareholder shall at every meeting of the shareholders be entitled to
one vote in person or by proxy for each share having voting power held by such
shareholder, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation.  At
each election for directors every shareholder shall be entitled to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a right to vote.
Cumulative voting is prohibited by the Articles of Incorporation.  Every proxy
must be executed in writing by the shareholder or by his duly authorized
attorney-in-fact.  No proxy shall be valid after eleven months from the date of
its execution unless otherwise provided therein.  Each proxy shall be revocable
unless expressly provided therein to be irrevocable or unless otherwise made
irrevocable by law.

    Shares registered in the name of another corporation may be voted by such
officer, agent, or proxy as the Bylaws of such corporation may prescribe or, in
the absence of such provisions, as the Board of Directors of such corporation
may determine.

                                 Page 3 of 15
<PAGE>
 
    Shares held by an administrator, executor, guardian, or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name as trustee.

    Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without being transferred into his name, if such authority is contained in an
appropriate order of the court that appointed the receiver.

    A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

    Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

    SECTION 9.  ACTION BY UNANIMOUS CONSENT.  Any action required to be taken at
    ---------   ---------------------------                                     
a meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.  Any
and all parties dealing with the Corporation shall be entitled to rely on a copy
or facsimile of any such written consent rather than an original thereof.

    SECTION 10. PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
    ----------  --------------------------------------------------------  
Shareholders may participate in and hold a meeting of such shareholders by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section shall constitute presence in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

                                  ARTICLE III
                                        
                                   DIRECTORS
                                   ---------
                                        
    SECTION 1.  NUMBER OF DIRECTORS.  The number of directors of the Corporation
    ---------   -------------------                                             
shall be fixed from time to time by resolution of the Board of Directors, but in
no case shall the number of directors be less than 1 or more than 9.  Until
otherwise fixed

                                 Page 4 of 15
<PAGE>
 
by resolution of the Board of Directors, the number of directors shall be as
stated in the Articles of Incorporation of the Corporation. No decrease in the
number of directors shall have the effect of reducing the term of any incumbent
director. Directors shall be elected at the annual meeting of the shareholders,
except as provided in Section 2 of this Article III, and each director shall
hold office until (i) his successor is elected and qualified, (ii) he dies,
(iii) he resigns, or (iv) he is removed. Directors need not be residents of the
State of Delaware or shareholders of the Corporation.

    SECTION 2.  VACANCIES.  Subject to other provisions of this Section, any
    ---------   ---------                                                   
vacancy occurring in the Board of Directors may be fixed by the affirmative vote
of a majority of the remaining directors, though the remaining directors may
constitute less than a quorum of the Board of Directors as fixed by Section 10
of this Article III.  A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.  Any directorship to be filled
by reason of an increase in the number of directors shall be filled by unanimous
vote of the existing directors.  Shareholders holding a majority of the issued
and outstanding shares entitled to vote may, at any time, terminate the term of
office of all or any of the directors, with or without cause, by a vote at any
annual or special meeting, or by written statement, signed by the holders of all
of such shares, and filed with the Secretary or, in his absence, with any other
officer.  Such removal shall be effective immediately upon such shareholder
action even if successors are not elected simultaneously, and the vacancies on
the Board of Directors caused by such action shall be filled only by election by
the shareholders.

    SECTION 3.  GENERAL POWERS.  The business of the Corporation shall be
    ---------   --------------                                           
managed by its Board of Directors, which may exercise all powers of the
Corporation and do all such lawful acts and things, as are not by the Act, the
Articles of Incorporation or these Bylaws directed or required to be exercised
or done by the shareholders.

    SECTION 4.  PLACE OF MEETINGS.  The Board of Directors of the Corporation
    ---------   -----------------                                            
may hold meetings, both regular and special, either within or without the State
of Delaware.

    SECTION 5.  ANNUAL MEETINGS.  The first meeting of each newly elected Board
    ---------   ---------------                                                
of Directors shall be held, without further notice, immediately following the
annual meeting of shareholders at which such directors were elected, provided a
quorum shall be present. In the event such meeting is not held immediately
following the annual meeting, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
of notice signed by all of the directors.

                                 Page 5 of 15
<PAGE>
 
    SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
    ---------   ----------------                                             
shall be held without special notice at such time and at such place as shall
from time to time be determined by the Board of Directors.

    SECTION 7.  SPECIAL MEETINGS.  Special meetings of the Board of Directors
    ---------   ----------------                                             
may be called by or at the request of the Chairman of the Board of Directors or
the President, and shall be called by the Secretary on the written request of a
majority of the incumbent directors.  The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.

    SECTION 8.  NOTICE OF SPECIAL MEETINGS.  Notice of any special meetings
    ---------   --------------------------                                 
shall be given at least 48 hours previous thereto if given either personally
(including written notice delivered personally or telephone notice) or by
telegram, and at least 120 hours previous thereto if given by written notice
mailed to each director at the address of his business or residence.  If mailed,
the notice shall be deemed to be delivered when deposited in the United States
mail addressed in the above-specified manner, with postage thereon prepaid.  If
notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

    SECTION 9.  WAIVER OF NOTICE.  Any director may waive notice of any meeting,
    ---------   ----------------                                                
as provided in Article IV, Section 2, of these Bylaws.  The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

    SECTION 10. QUORUM AND VOTING.  At all meetings of the Board of Directors,
    ----------  -----------------                                             
the presence of a majority of the number of directors fixed by Article III,
Section 1, of these Bylaws shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the affirmative vote of at least a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by the Act, the Articles of Incorporation or these Bylaws.
If a quorum shall not be present at any meeting of directors, a majority of the
directors present thereat may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum shall be present.

    SECTION 11. CHAIRMAN OF THE BOARD.  The Board of Directors may elect a
    ----------  ---------------------                                     
Chairman of the Board at each annual meeting of the Board of Directors.  The
Chairman of the Board shall be a

                                 Page 6 of 15
<PAGE>
 
director of the Corporation and shall hold office until the annual meeting of
the Board of Directors following his election or until his successor is elected
and qualified. The Chairman of the Board shall preside at all meetings of the
Board of Directors, and, in the absence of the President, at all meetings of the
shareholders.

    SECTION 12. COMMITTEES.  The Board of Directors by resolution passed by a
    ----------  ----------                                                   
majority of the whole Board may designate an Executive Committee, to consist of
two or more directors, one of whom shall be designated as Chairman, who shall
preside at all meetings of such Committee.  At any meeting of the Committee a
majority of the members of the Committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the Committee.  To the
extent provided in the resolution of the Board of Directors, the Executive
Committee shall have and may exercise all of the authority of the Board of
Directors, and shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it.  The designation of such Executive
Committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.  Meetings of the Executive Committee may be called and
notices given in the same manner as calling and giving notice of special
meetings of the Board of Directors.  Any member of the Executive Committee may
be removed, for or without cause, by the affirmative vote of a majority of the
whole Board of Directors.  If any vacancy or vacancies occur in the Executive
Committee, such vacancy or vacancies shall be filled by the affirmative vote of
a majority of the whole Board of Directors.

    The Board of Directors by resolution passed by a majority of the whole Board
may designate other committees, each committee to consist of two or more
directors, one of whom shall be designated as Chairman and shall preside at all
meetings of such committee, which committees shall have such power and authority
and shall perform such functions as may be provided in such resolution. At any
meeting of the committee a majority of the members of the committee shall
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of the committee. Such committee or committees shall have such name or names
as may be designated by the Board of Directors.

    The Executive Committee and all other such committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.

    SECTION 13.  COMPENSATION OF DIRECTORS. Directors, as such, shall not
    ----------   -------------------------                               
receive any stated salary for their services, but by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular

                                 Page 7 of 15
<PAGE>
 
or special meeting of the Board of Directors. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of any committee may, by
resolution of the Board of Directors, be allowed like compensation for attending
meetings.

    SECTION 14. ACTION BY UNANIMOUS CONSENT.  Any action required or permitted
    ----------  ---------------------------                                   
to be taken at any meeting of the Board of Directors or of a committee
designated by the Board of Directors may be taken without a meeting if a written
consent, setting forth the action so taken, is signed by all the members of the
Board of Directors or the committee, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting.  Any and all
parties dealing with the Corporation shall be entitled to rely on a copy or
facsimile of any such written consent rather than an original thereof.

    SECTION 15. PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
    ----------  --------------------------------------------------------  
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors may participate in and hold a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

                                  ARTICLE IV
                                        
                                    NOTICES
                                    -------
                                        
    SECTION 1.  FORM OF NOTICE.  Whenever, under the provisions of the Act, the
    ---------   --------------                                                 
Articles of Incorporation or these Bylaws, notice is required to be given to any
director or shareholder, and no provision is made as to how such notice shall be
given, such notice shall be given in writing, by mail, postage prepaid,
addressed to such director or shareholder at such address as appears on the
books of the Corporation, provided, that such notice as is required to be given
to any director also may be given either personally (including written notice
delivered personally or telephone notice) or by telegram. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when the
same be thus deposited in the United States mail addressed in the above-
specified manner, with postage thereon prepaid.

    SECTION 2.  WAIVER.  Whenever any notice is required to be given to any
    ---------   ------                                                     
director or shareholder of the Corporation under the provisions of the Act, the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by
the person or

                                 Page 8 of 15
<PAGE>
 
persons entitled to such notice, whether before or after the time stated in such
notice, shall be equivalent to the giving of such notice.

                                   ARTICLE V
                                        
                                   OFFICERS
                                   --------
                                        
    SECTION 1.  GENERAL.  The elected officers of the Corporation shall be a
    ---------   -------                                                     
President, one or more Vice Presidents, with or without such descriptive titles
as the Board of Directors shall deem appropriate, a Secretary and a Treasurer.
The Board of Directors by resolution may also appoint one or more Assistant
Secretaries, Assistant Treasurers and such other officers and assistant officers
and agents as from time to time may appear to be necessary or advisable in the
conduct of the affairs of the Corporation.  Any two or more offices may be held
by the same person, and the offices of President and Secretary may be held by
the same person.

    SECTION 2.  ELECTION.  The Board of Directors at its first meeting after
    ---------   --------                                                    
each annual meeting of the shareholders shall elect and appoint the officers to
fill the positions designated in Section 1 of this Article V.  The Board of
Directors may appoint such other officers and agents as it shall deem necessary
and may determine the salaries of all officers and agents from time to time.
The officers shall hold office until their successors are chosen and qualified.
Any officer elected or appointed by the Board of Directors may be removed, for
or without cause, at any time by a majority vote of the whole Board when in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.  Election or appointments of an officer or agent shall not of itself
create contract rights.  Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise shall be filled by the Board of
Directors.

    SECTION 3.  PRESIDENT.  The President shall have the powers of chief
    ---------   ---------                                               
executive officer of the Corporation, and as chief executive officer shall have
general supervision of the affairs of the Corporation and shall have general and
active control of all of its business.

    The President shall preside at all meetings of the shareholders and Board of
Directors.  He shall have authority to execute bonds, deeds, contracts in the
name of the Corporation and to affix the corporate seal thereto; to sign stock
certificates; to cause the employment or appointment of such employees and
agents of the Corporation as the proper conduct of operations may require, and
to fix their compensation, subject to the provisions of these Bylaws; to remove
or suspend any employee or agent who shall have been employed or appointed under
his authority or under authority of an officer subordinate to him; to

                                 Page 9 of 15
<PAGE>
 
suspend for cause, pending final action by the authority which shall have
supervisory power over him, any officer subordinate to the President, and, in
general, to exercise all the powers usually appertaining to the office of
President of a corporation, except as otherwise provided in these Bylaws.

    SECTION 4.  VICE PRESIDENTS.  The Vice President or, if there be more than
    ---------   ---------------                                               
one, the Vice Presidents, shall perform all such duties and services as shall be
assigned to or required of them from time to time by the Board of Directors, the
Executive Committee, and the President.

    SECTION 5.  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall attend
    ---------   -----------------------------------                             
all meetings of the Board of Directors and all meetings of the shareholders and
record all proceedings of the meetings of the shareholders of the Corporation
and of the Board of Directors in a book to be kept for that purpose, and shall
perform like duties for the Executive Committee when required.  The Secretary
shall give, or cause to be given, notice of all meetings of the shareholders and
meetings of the Board of Directors.  The Secretary shall have charge of the seal
of the Corporation and have authority to affix the same to any instrument
requiring it, and when so affixed, it shall be attested by the Secretary's
signature or by the signature of the Treasurer or an Assistant Secretary or
Assistant Treasurer, which may be in facsimile.  The Secretary shall keep and
account for all books, documents, papers and records of the Corporation except
those for which some other officer or agent is properly accountable.  He shall
have authority to sign stock certificates, and shall generally perform all the
duties usually appertaining to the office of the Secretary of a corporation.

    Assistant Secretaries, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Secretary, and in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribe from time to time.

    SECTION 6.  TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall be the
    ---------   ----------------------------------                             
chief financial officer of the Corporation and shall have active control of and
shall be responsible for all matters pertaining to the finances of the
Corporation.  The Treasurer shall have the care and custody of all moneys, funds
and securities of the Corporation and shall deposit all moneys and other
valuable effects in the name of and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.  The Treasurer
shall cause to be recorded a statement of all receipts and disbursements of the
Corporation in order that proper entries may be made in the books of account.
The Treasurer shall have the power to sign stock certificates, to endorse for
deposit or collection, or otherwise, all checks, drafts, notes, bills of
exchange or other commercial paper

                                 Page 10 of 15
<PAGE>
 
payable to the Corporation, and to give proper receipts or discharges for all
payments to the Corporation. He shall be responsible for all terms of credit
granted by the Corporation and for the collection of all its accounts. If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property or whatever kind in his possession or under his control belonging
to the Corporation.

    Assistant Treasurers, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers deemed necessary in order to assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribed from time to time.

    SECTION 7.  BONDING.  If required by the Board of Directors, all or certain
    ---------   -------                                                        
of the officers shall give the Corporation a bond in such form, in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors,
for the faithful performance of the duties of their office and for the
restoration to the Corporation, in case of their death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in their possession or under their control belonging to the
Corporation.

                                  ARTICLE VI
                                        
                       CERTIFICATES REPRESENTING SHARES
                       --------------------------------
                                        
    SECTION 1.  FORM OF CERTIFICATES.  The Corporation shall deliver
    ---------   --------------------                                
certificates representing all shares to which shareholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the books of the Corporation as they are issued.
Each certificate shall state on the face thereof that the Corporation is
organized under the laws of the State of Delaware; the name of the registered
holder; the number, class of shares and the designation of the series, if any,
which said certificate represents; and either the par value of the shares or a
statement that the shares are without par value.  Each certificate shall also
set forth on the back thereof, a full or summary statement of matters required
by the Act or the Articles of Incorporation to be described on certificates
representing shares, and shall

                                 Page 11 of 15
<PAGE>
 
contain a statement on the face thereof referring to the matters set forth on
the back thereof. Certificates shall be signed by the President or any Vice
President and the Secretary or any Assistant Secretary, and may be sealed with
the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent or registered by a registrar, either of which
is other than the Corporation or an employee of the Corporation, the signatures
of the Corporation's officers may be facsimiles. In case any officer or officers
who have signed, or whose facsimile signature or signatures have been used on
such certificate or certificates, shall cease to be such officer or officers of
the Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation or its
agents, such certificate or certificates may be adopted, nevertheless, by the
Corporation and be issued and delivered as though the person or persons who
signed the certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.

    SECTION 2.  RESTRICTIONS ON TRANSFERABILITY OF SHARES.  In the event any
    ---------   -----------------------------------------                   
restriction on the transfer, or registration of the transfer of shares, shall be
imposed or agreed to, by the Corporation, as permitted by law, each certificate
representing shares so restricted shall conspicuously set forth a full or
summary statement of the restriction on the face of the certificate, or shall
set forth such statement on the back of the certificate and conspicuously state
on the face or back of the certificate that such restriction exists pursuant to
a specified document and that the Corporation will furnish to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business or registered office a copy of the specified
document.

    SECTION 3.  LOST CERTIFICATES.  The Corporation may direct that a new
    ---------   -----------------                                        
certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost or destroyed.  When authorizing the issuance of a new
certificate or certificates, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of the lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and give the Corporation a
bond in such form, in such sum, and with such surety or sureties as the
Corporation may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost or
destroyed.

    SECTION 4.  TRANSFER OF SHARES.  Shares of stock shall be transferable on
    ---------   ------------------                                           
the books of the Corporation by the holder thereof in person or by his duly
authorized attorney.  Subject to any restrictions on transfer set forth in the
Articles of

                                 Page 12 of 15
<PAGE>
 
Incorporation of the Corporation, these Bylaws or any agreement among
shareholders to which the Corporation is a party or has notice, upon surrender
to the Corporation or to the transfer agent of the Corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation or the transfer agent of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

    SECTION 5.  REGISTERED SHAREHOLDERS.  The Corporation shall be entitled to
    ---------   -----------------------                                       
recognize the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

                                  ARTICLE VII
                                        
                                INDEMNIFICATION
                                ---------------

    The Corporation shall indemnify any person (and the heirs, executors and
administrators of such person) who is or was a director or officer of the
Corporation, or of any other corporation and of which the Corporation directly
or indirectly is a shareholder or creditor or in which it is in any way
interested, against any and all liability and all expenses that may be incurred
by him in connection with or resulting from any claim, action, suit or
proceeding (whether brought by or in the right of the Corporation or otherwise),
civil or criminal, or in connection with an appeal relating thereto, in which he
may become involved as a party or otherwise by reason of being or having been
such a director or officer (whether or not a director or officer at the time
such liability and expense may be incurred) provided such person acted, in good
faith, in what he reasonably believed to be the best interests of the
Corporation or such other corporation, as the case may be, and in addition, in
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. The termination of any claim, action, suit or proceeding,
civil or criminal, by judgment, settlement (whether with or without court
approval) or conviction or upon a plea of guilty or nolo contendere, or its
equivalent, shall not create a presumption that a director, officer or employee
did not meet the standards of conduct set forth in this Article VII.

    The terms "liability" and "all expenses" shall include, but shall not be
limited to, legal fees and disbursements and amounts of judgments, fines or
penalties against, and amounts paid in settlement by, a director, officer or
employee.  Any expenses incurred by a director, officer or employee with respect
to any claim, action, suit or proceeding of the character described

                                 Page 13 of 15
<PAGE>
 
above may be advanced prior to the final disposition thereof upon receipt of an
agreement by or on behalf of the recipient to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification under the
provisions of this Article VII.

    Any director or officer (and the heirs, executors and administrators of such
director or officer) who has been wholly successful, on the merits or otherwise,
with respect to any claim, action, suit or proceeding of the character described
above shall be entitled to indemnification as a matter of right.  Except as
provided in the preceding sentence, any indemnification under the provisions of
this Article VII shall be made upon the receipt from the person seeking
indemnification of (i) his written affirmation that he has met the requisite
standard of conduct necessary for indemnification and (ii) his written
understanding that he will repay such advanced sums if it is ultimately
determined that he has not met those requirements.

    The Corporation shall have the power to purchase and maintain insurance on
behalf of any director, officer, employee or agent against all liability and
expense that may be incurred by him in such capacity and in any other capacity
in which he served at the request of the Corporation, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VII.

    The rights of indemnification provided for in this Article VII shall be in
addition to any rights to which any such director or officer may be entitled
under the General Corporation Law of the State of Delaware, including any
agreement, vote of shareholders and the Articles of Incorporation.

                                 ARTICLE VIII
                                        
                              GENERAL PROVISIONS
                              ------------------
                                        
    SECTION 1.  DIVIDENDS.  Dividends upon the outstanding shares of the
    ---------   ---------                                               
Corporation, subject to the provisions of the Act, the Articles of Incorporation
and any agreements or obligations of the Corporation, if any, may be declared by
the Board of Directors at any regular or special meeting.  Dividends may be
declared and paid in cash, in property, or in shares of the Corporation,
provided that all such declarations and payments of dividends shall be in strict
compliance with all applicable laws and the Articles of Incorporation. The Board
of Directors may fix in advance a record date for the purpose of determining
shareholders entitled to receive payment of any dividend, such record date to be
not more than 50 days prior to the payment of such dividend.  In the absence of
any action by the Board of Directors, the date upon which the Board of Directors
adopts the resolution declaring such dividend shall be the record date.

                                 Page 14 of 15
<PAGE>
 
    SECTION 2.  RESERVES.  There may be created by a resolution of the Board of
    ---------   --------                                                       
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its absolute discretion, deems
proper to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other proper purposes as
the Board of Directors shall deem beneficial to the Corporation, and the Board
of Directors may modify or abolish any reserve in the same manner in which it
was created.

    SECTION 3.  FISCAL YEAR.  The fiscal year of the Corporation shall be fixed
    ---------   -----------                                                    
by resolution of the Board of Directors.

    SECTION 4.  SEAL.  The Corporation shall have a seal which may be used by
    ---------   ----                                                         
causing it or a facsimile thereof to be impressed on, affixed to, or in any
manner reproduced upon, instruments of any nature required to be executed by its
proper officers.

    SECTION 5.  ANNUAL STATEMENT.  The Board of Directors shall present at each
    ---------   ----------------                                               
annual meeting and when called for by vote of the shareholders at any special
meeting of the shareholders, a full and clear statement of the business and
condition of the Corporation.

    SECTION 6.  CHECKS.  All checks or demands for money and notes of the
    ---------   ------                                                   
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may designate from time to time.

    SECTION 7.  VOTING SECURITIES OWNED BY CORPORATION.  Voting securities in
    ---------   --------------------------------------                       
any other corporation held by this Corporation shall be voted by the President
or any Vice President, unless the Board of Directors confers authority to vote
with respect thereto, which may be general or confined to specific investments,
upon some other person or officer. Any person authorized to vote securities
shall have the power to appoint proxies with the general power of substitution.

    SECTION 8.  RESIGNATION.  Any director, officer, employee or agent of the
    ---------   -----------                                                  
Corporation may resign by giving written notice to the President or the
Secretary.  The  resignation shall take effect at the time specified therein, or
immediately if no time is specified therein.  Unless specified in such notice,
the acceptance of such resignation shall not be necessary to make it effective.

                                  ARTICLE IX
                                        
                             AMENDMENTS TO BYLAWS
                             --------------------

    These Bylaws may be altered, amended, modified or repealed, or new Bylaws
may be adopted at any meeting of the Board of Directors at which a quorum is
present by the affirmative vote of a majority of the Directors present at such
meeting.

                                 Page 15 of 15

<PAGE>
 
                                                                    EXHIBIT 3.11

                         CERTIFICATE OF INCORPORATION
                                        
                                      FOR
                                        
                             TALTON INVISION, INC.


     THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated under and pursuant of the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:

                                   ARTICLE I
                                   ---------

     The name of the corporation is TALTON INVISION, INC.

                                   ARTICLE II
                                   ----------

     The address of the registered office of the Corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such registered office is
CORPORATION SERVICE COMPANY.

                                  ARTICLE III
                                  -----------

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.  The Corporation is to have a perpetual existence.

                                  ARTICLE IV
                                  ----------

     The total number of shares of stock which the Corporation shall have
authority to issue is 1000 shares of Common Stock, $1.00 par value per share.
                       

                                      -1-
<PAGE>
 
                                   ARTICLE V
                                   ---------

     The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

          A.  The business and affairs of the Corporation shall be
     managed by or under the direction of the Board of Directors.

          B.  The Board of Directors shall have concurrent power with
     the stockholders to make, alter, amend, change, add to or repeal
     the Bylaws of the Corporation.

          C.  The number of directors of the Corporation shall be as
     from time to time fixed by, or in the manner provided in, the
     Bylaws of the Corporation. Election of directors need not be by
     written ballot unless the Bylaws so provide.

          D.  In addition to the powers and authority expressly
     conferred upon them herein or by statute, the directors are
     hereby empowered to exercise all such powers and do all such acts
     and things as may be exercised or done by the Corporation,
     subject, nevertheless, to the provisions of the Delaware General
     Corporation Law, this Certificate of Incorporation, and any
     Bylaws adopted by the stockholders; provided, however, that no
     Bylaws hereafter adopted by the stockholders shall invalidate any
     prior act of the

                                      -2-
<PAGE>
 
     directors which would have been valid if such Bylaws had not been
     adopted.

          E.  No director shall be personally liable to the
     Corporation or its stockholders for monetary damages for any
     breach of fiduciary duty by such director as a director.
     Notwithstanding the foregoing sentence, a director shall be
     liable to the extent provided by applicable law (i) for breach of
     the director's duty of loyalty to the Corporation or its
     stockholders, (ii) for acts or omissions not in good faith or
     which involve intentional misconduct or a knowing violation of
     law, (iii) pursuant to Section 174 of the Delaware General
     Corporation Law, or (iv) for any transaction from which the
     director derived an improper personal benefit. No amendment to or
     repeal of this Subsection (E) to Article V shall apply to or have
     any effect on the liability or alleged liability of any director
     of the Corporation for or with respect to any acts or omissions
     of such director occurring prior to such amendment.

                                  ARTICLE VI
                                  ----------

     Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide.  The books of the Corporation may be kept
(subject to any provision contained in the Delaware General Corporation Law)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the Corporation.

                                      -3-
<PAGE>
 
                                  ARTICLE VII
                                  -----------

     Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of the Delaware General Corporation Law or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of the Delaware General
Corporation Law, order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of this Corporation, as the case
may be, to be summoned in such manner as the said court directs.  If a majority
in number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

                                      -4-
<PAGE>
 
                                 ARTICLE VIII
                                 ------------

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute and this Certificate of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

                                  ARTICLE IX
                                  ----------

     The amount of the authorized stock of the Corporation of any class or
classes may be increased or decreased by the affirmative vote of the holders of
a majority of the stock of the Corporation entitled to vote.

                                   ARTICLE X
                                   ---------

     Elections of directors need not be by ballot unless the By-Laws of the
Corporation shall so provide.

                                   ARTICLE XI
                                   ----------

          A.  The incorporator of the Corporation is Sherry K.
     Nicholson, whose mailing address is 2323 Bryan Street, Suite
     2200, Dallas, Texas 75201.

          B.  The names and mailing addresses of the persons who are
     to serve as directors of the Corporation until the first annual
     meeting of stockholders and until their successors are elected
     and qualified are as follows:

          Name                           Address
          ----                           -------

     Todd W. Follmer               3811 Turtle Creek Boulevard
                                   Suite 1300
                                   Dallas, Texas  75219

                                      -5-
<PAGE>
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of August,
1997.


                                 /s/ SHERRY K. NICHOLSON
                               ------------------------------------
                               Sherry K. Nicholson
                               Incorporator


In the Presence of:


    /s/ J. CAROL SMITH
- --------------------------
J. Carol Smith

                                      -6-



<PAGE>
 
                                                                    EXHIBIT 3.12

                                    BYLAWS
                                        
                                      OF
                                        
                             TALTON INVISION, INC.
                                        


                                   ARTICLE I
                                        
                                    OFFICES
                                    -------
                                        
    SECTION 1.  PRINCIPAL OFFICE.  The principal office of the Corporation shall
    ---------   ----------------                                                
be in the County of Dallas, State of Texas.

    SECTION 2.  OTHER OFFICES.  The Corporation also may have offices at such
    ---------   -------------                                                
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                   ARTICLE II
                                        
                                  SHAREHOLDERS
                                  ------------
                                        
    SECTION 1.  TIME AND PLACE OF MEETING.  Meetings of the shareholders shall
    ---------   -------------------------                                     
be held at such times and at such places, within or without the State of
Delaware, as shall be determined by the Board of Directors.

    SECTION 2.  ANNUAL MEETINGS.  Annual meetings of shareholders shall be held
    ---------   ---------------                                                
on the second Friday of the first month of each fiscal year if not a legal
holiday, and if a legal holiday, then on the next secular day following at 10:00
A.M., at which they shall elect a Board of Directors, and transact such other
business as may properly be brought before the meeting.  The date of the annual
meeting of the shareholders may be held on a date different than that given
above if the Board so determines, and so states in the notice of the meeting or
in a duly executed waiver thereof.

    SECTION 3.  SPECIAL MEETINGS.  Special meetings of the shareholders may be
    ---------   ----------------                                              
called at any time by the President or the Board of Directors, and shall be
called by the President or the Secretary at the request in writing of a majority
of the Board of Directors, or at the request in writing of the holders of not
less than 40% of all the shares issued, outstanding and entitled to vote at the
meeting.  Such request shall state the purpose or purposes of the proposed
meeting.  Business transacted at special meetings shall be confined to the
purposes stated in the notice of the meeting.

                                 Page 1 of 16

<PAGE>
 
    SECTION 4.  NOTICE.  Written or printed notice stating the place, day and
    ---------   ------                                                       
hour of any shareholders' meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 10 nor more than 50 days before the date of the meeting, either personally
or by mail, by or at the direction of the President, the Secretary or the
officer or person calling the meeting, to each shareholder of record entitled to
vote at such meeting.  If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, postage prepaid, to the shareholder at
his address as it appears on the stock transfer books of the Corporation.

    SECTION 5.  CLOSING OF STOCK TRANSFER BOOKS AND FIXING RECORD DATE.  For the
    ---------   ------------------------------------------------------          
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, 50 days.  If the stock transfer books shall be closed for
the purpose of determining shareholders, such books shall be closed for at least
10 days immediately preceding such meeting.  In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than 50 days and, in case of a meeting of stockholders, not less than 10
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.  When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof except
where the determination has been made through the closing of stock transfer
books and the stated period of closing has expired.

    SECTION 6.  LIST OF SHAREHOLDERS.  The officer or agent of the Corporation
    ---------   --------------------                                          
having charge of the stock transfer books for shares of the Corporation shall
make, at least 10 days before each meeting of the shareholders, a complete list
of the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of voting
shares held by each, which list, for a period of 10 days prior to such meeting,
shall be kept on file at the registered office of the Corporation and shall be
subject to

                                 Page 2 of 16

<PAGE>
 
inspection by any shareholder at any time during the usual business hours.  Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting.  The original stock transfer books shall be prima facie evidence
as to who are the shareholders entitled to examine such list of transfer books
or to vote at any meetings of shareholders.

    SECTION 7.  QUORUM.  The holders of a majority of the issued and outstanding
    ---------   ------                                                          
shares and entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by the Articles of
Incorporation or by the General Corporation Law of the State of Delaware (herein
called the "Act").  If, however, such quorum shall not be present or represented
at any meeting of the shareholders, the shareholders entitled to vote, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.  Once a quorum
is constituted, the shareholders present or represented by proxy at a meeting
may continue to transact business until adjournment, notwithstanding the
subsequent withdrawal therefrom of such number of shareholders as to leave less
than a quorum.

    SECTION 8.  VOTING.  When a quorum is present at any meeting, the vote of
    ---------   ------                                                       
the holders of a majority of the shares present or represented by proxy at such
meeting and entitled to vote shall be the act of the shareholders.

    Each shareholder shall at every meeting of the shareholders be entitled to
one vote in person or by proxy for each share having voting power held by such
shareholder, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation.  At
each election for directors every shareholder shall be entitled to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected and for whose election he has a right to vote.
Cumulative voting is prohibited by the Articles of Incorporation.  Every proxy
must be executed in writing by the shareholder or by his duly authorized
attorney-in-fact.  No proxy shall be valid after eleven months from the date of
its execution unless otherwise provided therein.  Each proxy shall be revocable
unless expressly provided therein to be irrevocable or unless otherwise made
irrevocable by law.

    Shares registered in the name of another corporation may be voted by such
officer, agent, or proxy as the Bylaws of such

                                 Page 3 of 16

<PAGE>
 
corporation may prescribe or, in the absence of such provisions, as the Board of
Directors of such corporation may determine.

    Shares held by an administrator, executor, guardian, or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name as trustee.

    Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without being transferred into his name, if such authority is contained in an
appropriate order of the court that appointed the receiver.

    A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

    Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

    SECTION 9.  ACTION BY UNANIMOUS CONSENT.  Any action required to be taken at
    ---------   ---------------------------                                     
a meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.  Any
and all parties dealing with the Corporation shall be entitled to rely on a copy
or facsimile of any such written consent rather than an original thereof.

    SECTION 10.  PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
    ----------   --------------------------------------------------------  
Shareholders may participate in and hold a meeting of such shareholders by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section shall constitute presence in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

                                 Page 4 of 16

<PAGE>
 
                                  ARTICLE III
                                        
                                   DIRECTORS
                                   ---------
                                        
    SECTION 1.  NUMBER OF DIRECTORS.  The number of directors of the Corporation
    ---------   -------------------                                             
shall be fixed from time to time by resolution of the Board of Directors, but in
no case shall the number of directors be less than 1 or more than 9.  Until
otherwise fixed by resolution of the Board of Directors, the number of directors
shall be as stated in the Articles of Incorporation of the Corporation.  No
decrease in the number of directors shall have the effect of reducing the term
of any incumbent director.  Directors shall be elected at the annual meeting of
the shareholders, except as provided in Section 2 of this Article III, and each
director shall hold office until (i) his successor is elected and qualified,
(ii) he dies, (iii) he resigns, or (iv) he is removed.  Directors need not be
residents of the State of Delaware or shareholders of the Corporation.

    SECTION 2.  VACANCIES.  Subject to other provisions of this Section, any
    ---------   ---------                                                   
vacancy occurring in the Board of Directors may be fixed by the affirmative vote
of a majority of the remaining directors, though the remaining directors may
constitute less than a quorum of the Board of Directors as fixed by Section 10
of this Article III.  A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.  Any directorship to be filled
by reason of an increase in the number of directors shall be filled by unanimous
vote of the existing directors.  Shareholders holding a majority of the issued
and outstanding shares entitled to vote may, at any time, terminate the term of
office of all or any of the directors, with or without cause, by a vote at any
annual or special meeting, or by written statement, signed by the holders of all
of such shares, and filed with the Secretary or, in his absence, with any other
officer.  Such removal shall be effective immediately upon such shareholder
action even if successors are not elected simultaneously, and the vacancies on
the Board of Directors caused by such action shall be filled only by election by
the shareholders.

    SECTION 3.  GENERAL POWERS.  The business of the Corporation shall be
    ---------   --------------                                           
managed by its Board of Directors, which may exercise all powers of the
Corporation and do all such lawful acts and things, as are not by the Act, the
Articles of Incorporation or these Bylaws directed or required to be exercised
or done by the shareholders.

    SECTION 4.  PLACE OF MEETINGS.  The Board of Directors of the Corporation
    ---------   -----------------                                            
may hold meetings, both regular and special, either within or without the State
of Delaware.

    SECTION 5.  ANNUAL MEETINGS.  The first meeting of each newly elected Board
    ---------   ---------------                                                
of Directors shall be held, without further notice,

                                 Page 5 of 16

<PAGE>
 
immediately following the annual meeting of shareholders at which such directors
were elected, provided a quorum shall be present.  In the event such meeting is
not held immediately following the annual meeting, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver of notice signed by all of the directors.

    SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
    ---------   ----------------                                             
shall be held without special notice at such time and at such place as shall
from time to time be determined by the Board of Directors.

    SECTION 7.  SPECIAL MEETINGS.  Special meetings of the Board of Directors
    ---------   ----------------                                             
may be called by or at the request of the Chairman of the Board of Directors or
the President, and shall be called by the Secretary on the written request of a
majority of the incumbent directors.  The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.

    SECTION 8.  NOTICE OF SPECIAL MEETINGS.  Notice of any special meetings
    ---------   --------------------------                                 
shall be given at least 48 hours previous thereto if given either personally
(including written notice delivered personally or telephone notice) or by
telegram, and at least 120 hours previous thereto if given by written notice
mailed to each director at the address of his business or residence.  If mailed,
the notice shall be deemed to be delivered when deposited in the United States
mail addressed in the above-specified manner, with postage thereon prepaid.  If
notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

    SECTION 9.  WAIVER OF NOTICE.  Any director may waive notice of any meeting,
    ---------   ----------------                                                
as provided in Article IV, Section 2, of these Bylaws.  The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

    SECTION 10.  QUORUM AND VOTING.  At all meetings of the Board of Directors,
    ----------   -----------------                                             
the presence of a majority of the number of directors fixed by Article III,
Section 1, of these Bylaws shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the affirmative vote of at least a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as

                                 Page 6 of 16

<PAGE>
 
may be otherwise specifically provided by the Act, the Articles of Incorporation
or these Bylaws.  If a quorum shall not be present at any meeting of directors,
a majority of the directors present thereat may adjourn the meeting from time to
time without notice other than announcement at the meeting, until a quorum shall
be present.

    SECTION 11.  CHAIRMAN OF THE BOARD.  The Board of Directors may elect a
    ----------   ---------------------                                     
Chairman of the Board at each annual meeting of the Board of Directors.  The
Chairman of the Board shall be a director of the Corporation and shall hold
office until the annual meeting of the Board of Directors following his election
or until his successor is elected and qualified.  The Chairman of the Board
shall preside at all meetings of the Board of Directors, and, in the absence of
the President, at all meetings of the shareholders.

    SECTION 12.  COMMITTEES.  The Board of Directors by resolution passed by a
    ----------   ----------                                                   
majority of the whole Board may designate an Executive Committee, to consist of
two or more directors, one of whom shall be designated as Chairman, who shall
preside at all meetings of such Committee.  At any meeting of the Committee a
majority of the members of the Committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the Committee.  To the
extent provided in the resolution of the Board of Directors, the Executive
Committee shall have and may exercise all of the authority of the Board of
Directors, and shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it.  The designation of such Executive
Committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.  Meetings of the Executive Committee may be called and
notices given in the same manner as calling and giving notice of special
meetings of the Board of Directors.  Any member of the Executive Committee may
be removed, for or without cause, by the affirmative vote of a majority of the
whole Board of Directors.  If any vacancy or vacancies occur in the Executive
Committee, such vacancy or vacancies shall be filled by the affirmative vote of
a majority of the whole Board of Directors.

    The Board of Directors by resolution passed by a majority of the whole Board
may designate other committees, each committee to consist of two or more
directors, one of whom shall be designated as Chairman and shall preside at all
meetings of such committee, which committees shall have such power and authority
and shall perform such functions as may be provided in such resolution.  At any
meeting of the committee a majority of the members of the committee shall
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of the

                                 Page 7 of 16

<PAGE>
 
committee.  Such committee or committees shall have such name or names as may be
designated by the Board of Directors.

    The Executive Committee and all other such committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.

    SECTION 13.  COMPENSATION OF DIRECTORS. Directors, as such, shall not
    ----------   -------------------------                               
receive any stated salary for their services, but by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.  Members of any committee may, by resolution of the Board of
Directors, be allowed like compensation for attending meetings.

    SECTION 14.  ACTION BY UNANIMOUS CONSENT.  Any action required or permitted
    ----------   ---------------------------                                   
to be taken at any meeting of the Board of Directors or of a committee
designated by the Board of Directors may be taken without a meeting if a written
consent, setting forth the action so taken, is signed by all the members of the
Board of Directors or the committee, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting.  Any and all
parties dealing with the Corporation shall be entitled to rely on a copy or
facsimile of any such written consent rather than an original thereof.

    SECTION 15.  PRESENCE AT MEETINGS BY MEANS OF COMMUNICATION EQUIPMENT.
    ----------   --------------------------------------------------------  
Members of the Board of Directors of the Corporation or any committee designated
by the Board of Directors may participate in and hold a meeting of such board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.


                                  ARTICLE IV
                                        
                                    NOTICES
                                    -------
                                        
    SECTION 1.  FORM OF NOTICE.  Whenever, under the provisions of the Act, the
    ---------   --------------                                                 
Articles of Incorporation or these Bylaws, notice is required to be given to any
director or shareholder, and no provision is made as to how such notice shall be
given, such notice shall be given in writing, by mail, postage prepaid,
addressed to such director or shareholder at such address as appears on the
books of the Corporation, provided, that such

                                 Page 8 of 16

<PAGE>
 
notice as is required to be given to any director also may be given either
personally (including written notice delivered personally or telephone notice)
or by telegram.  Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same be thus deposited in the United
States mail addressed in the above-specified manner, with postage thereon
prepaid.

    SECTION 2.  WAIVER.  Whenever any notice is required to be given to any
    ---------   ------                                                     
director or shareholder of the Corporation under the provisions of the Act, the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time
stated in such notice, shall be equivalent to the giving of such notice.


                                   ARTICLE V
                                        
                                   OFFICERS
                                   --------
                                        
    SECTION 1.  GENERAL.  The elected officers of the Corporation shall be a
    ---------   -------                                                     
President, one or more Vice Presidents, with or without such descriptive titles
as the Board of Directors shall deem appropriate, a Secretary and a Treasurer.
The Board of Directors by resolution may also appoint one or more Assistant
Secretaries, Assistant Treasurers and such other officers and assistant officers
and agents as from time to time may appear to be necessary or advisable in the
conduct of the affairs of the Corporation.  Any two or more offices may be held
by the same person, and the offices of President and Secretary may be held by
the same person.

    SECTION 2.  ELECTION.  The Board of Directors at its first meeting after
    ---------   --------                                                    
each annual meeting of the shareholders shall elect and appoint the officers to
fill the positions designated in Section 1 of this Article V.  The Board of
Directors may appoint such other officers and agents as it shall deem necessary
and may determine the salaries of all officers and agents from time to time.
The officers shall hold office until their successors are chosen and qualified.
Any officer elected or appointed by the Board of Directors may be removed, for
or without cause, at any time by a majority vote of the whole Board when in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.  Election or appointments of an officer or agent shall not of itself
create contract rights.  Any vacancy occurring in any office of the Corporation
by death, resignation, removal or otherwise shall be filled by the Board of
Directors.

    SECTION 3.  PRESIDENT.  The President shall have the powers of chief
    ---------   ---------                                               
executive officer of the Corporation, and as chief

                                 Page 9 of 16
<PAGE>
 
executive officer shall have general supervision of the affairs of the
Corporation and shall have general and active control of all of its business.

    The President shall preside at all meetings of the shareholders and Board of
Directors.  He shall have authority to execute bonds, deeds, contracts in the
name of the Corporation and to affix the corporate seal thereto; to sign stock
certificates; to cause the employment or appointment of such employees and
agents of the Corporation as the proper conduct of operations may require, and
to fix their compensation, subject to the provisions of these Bylaws; to remove
or suspend any employee or agent who shall have been employed or appointed under
his authority or under authority of an officer subordinate to him; to suspend
for cause, pending final action by the authority which shall have supervisory
power over him, any officer subordinate to the President, and, in general, to
exercise all the powers usually appertaining to the office of President of a
corporation, except as otherwise provided in these Bylaws.

    SECTION 4.  VICE PRESIDENTS.  The Vice President or, if there be more than
    ---------   ---------------                                               
one, the Vice Presidents, shall perform all such duties and services as shall be
assigned to or required of them from time to time by the Board of Directors, the
Executive Committee, and the President.

    SECTION 5.  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall attend
    ---------   -----------------------------------                             
all meetings of the Board of Directors and all meetings of the shareholders and
record all proceedings of the meetings of the shareholders of the Corporation
and of the Board of Directors in a book to be kept for that purpose, and shall
perform like duties for the Executive Committee when required.  The Secretary
shall give, or cause to be given, notice of all meetings of the shareholders and
meetings of the Board of Directors.  The Secretary shall have charge of the seal
of the Corporation and have authority to affix the same to any instrument
requiring it, and when so affixed, it shall be attested by the Secretary's
signature or by the signature of the Treasurer or an Assistant Secretary or
Assistant Treasurer, which may be in facsimile.  The Secretary shall keep and
account for all books, documents, papers and records of the Corporation except
those for which some other officer or agent is properly accountable.  He shall
have authority to sign stock certificates, and shall generally perform all the
duties usually appertaining to the office of the Secretary of a corporation.

    Assistant Secretaries, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Secretary, and in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribe from time to time.

                                 Page 10 of 16

<PAGE>
 
    SECTION 6.  TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall be the
    ---------   ----------------------------------                             
chief financial officer of the Corporation and shall have active control of and
shall be responsible for all matters pertaining to the finances of the
Corporation.  The Treasurer shall have the care and custody of all moneys, funds
and securities of the Corporation and shall deposit all moneys and other
valuable effects in the name of and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.  The Treasurer
shall cause to be recorded a statement of all receipts and disbursements of the
Corporation in order that proper entries may be made in the books of account.
The Treasurer shall have the power to sign stock certificates, to endorse for
deposit or collection, or otherwise, all checks, drafts, notes, bills of
exchange or other commercial paper payable to the Corporation, and to give
proper receipts or discharges for all payments to the Corporation.  He shall be
responsible for all terms of credit granted by the Corporation and for the
collection of all its accounts.  If required by the Board of Directors, the
Treasurer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property or whatever
kind in his possession or under his control belonging to the Corporation.

    Assistant Treasurers, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers deemed necessary in order to assist the Treasurer, and in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  They shall perform such other duties and have such
other powers as the Board of Directors may prescribed from time to time.

    SECTION 7.  BONDING.  If required by the Board of Directors, all or certain
    ---------   -------                                                        
of the officers shall give the Corporation a bond in such form, in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors,
for the faithful performance of the duties of their office and for the
restoration to the Corporation, in case of their death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in their possession or under their control belonging to the
Corporation.

                                 Page 11 of 16

<PAGE>
 
                                   ARTICLE VI
                                        
                        CERTIFICATES REPRESENTING SHARES
                        --------------------------------
                                        
    SECTION 1.  FORM OF CERTIFICATES.  The Corporation shall deliver
    ---------   --------------------                                
certificates representing all shares to which shareholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the books of the Corporation as they are issued.
Each certificate shall state on the face thereof that the Corporation is
organized under the laws of the State of Delaware; the name of the registered
holder; the number, class of shares and the designation of the series, if any,
which said certificate represents; and either the par value of the shares or a
statement that the shares are without par value.  Each certificate shall also
set forth on the back thereof, a full or summary statement of matters required
by the Act or the Articles of Incorporation to be described on certificates
representing shares, and shall contain a statement on the face thereof referring
to the matters set forth on the back thereof.  Certificates shall be signed by
the President or any Vice President and the Secretary or any Assistant
Secretary, and may be sealed with the seal of the Corporation or a facsimile
thereof.  If any certificate is countersigned by a transfer agent or registered
by a registrar, either of which is other than the Corporation or an employee of
the Corporation, the signatures of the Corporation's officers may be facsimiles.
In case any officer or officers who have signed, or whose facsimile signature or
signatures have been used on such certificate or certificates, shall cease to be
such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates have been
delivered by the Corporation or its agents, such certificate or certificates may
be adopted, nevertheless, by the Corporation and be issued and delivered as
though the person or persons who signed the certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the Corporation.

    SECTION 2.  RESTRICTIONS ON TRANSFERABILITY OF SHARES.  In the event any
    ---------   -----------------------------------------                   
restriction on the transfer, or registration of the transfer of shares, shall be
imposed or agreed to, by the Corporation, as permitted by law, each certificate
representing shares so restricted shall conspicuously set forth a full or
summary statement of the restriction on the face of the certificate, or shall
set forth such statement on the back of the certificate and conspicuously state
on the face or back of the certificate that such restriction exists pursuant to
a specified document and that the Corporation will furnish to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business or registered office a copy of the specified
document.

                                 Page 12 of 16

<PAGE>
 
    SECTION 3.  LOST CERTIFICATES.  The Corporation may direct that a new
    ---------   -----------------                                        
certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost or destroyed.  When authorizing the issuance of a new
certificate or certificates, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may require the owner of the lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and give the Corporation a
bond in such form, in such sum, and with such surety or sureties as the
Corporation may direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost or
destroyed.

    SECTION 4.  TRANSFER OF SHARES.  Shares of stock shall be transferable on
    ---------   ------------------                                           
the books of the Corporation by the holder thereof in person or by his duly
authorized attorney.  Subject to any restrictions on transfer set forth in the
Articles of Incorporation of the Corporation, these Bylaws or any agreement
among shareholders to which the Corporation is a party or has notice, upon
surrender to the Corporation or to the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, it shall be the duty of the
Corporation or the transfer agent of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

    SECTION 5.  REGISTERED SHAREHOLDERS.  The Corporation shall be entitled to
    ---------   -----------------------                                       
recognize the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.


                                  ARTICLE VII
                                        
                                INDEMNIFICATION
                                ---------------

    The Corporation shall indemnify any person (and the heirs, executors and
administrators of such person) who is or was a director or officer of the
Corporation, or of any other corporation and of which the Corporation directly
or indirectly is a shareholder or creditor or in which it is in any way
interested, against any and all liability and all expenses that may be incurred
by him in connection with or resulting from any claim, action, suit or
proceeding (whether brought by or in the right of the Corporation or otherwise),
civil or criminal, or in connection with an appeal relating thereto, in which he
may

                                 Page 13 of 16

<PAGE>
 
become involved as a party or otherwise by reason of being or having been such a
director or officer (whether or not a director or officer at the time such
liability and expense may be incurred) provided such person acted, in good
faith, in what he reasonably believed to be the best interests of the
Corporation or such other corporation, as the case may be, and in addition, in
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful.  The termination of any claim, action, suit or proceeding,
civil or criminal, by judgment, settlement (whether with or without court
approval) or conviction or upon a plea of guilty or nolo contendere, or its
equivalent, shall not create a presumption that a director, officer or employee
did not meet the standards of conduct set forth in this Article VII.

    The terms "liability" and "all expenses" shall include, but shall not be
limited to, legal fees and disbursements and amounts of judgments, fines or
penalties against, and amounts paid in settlement by, a director, officer or
employee.  Any expenses incurred by a director, officer or employee with respect
to any claim, action, suit or proceeding of the character described above may be
advanced prior to the final disposition thereof upon receipt of an agreement by
or on behalf of the recipient to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification under the provisions of this
Article VII.

    Any director or officer (and the heirs, executors and administrators of such
director or officer) who has been wholly successful, on the merits or otherwise,
with respect to any claim, action, suit or proceeding of the character described
above shall be entitled to indemnification as a matter of right.  Except as
provided in the preceding sentence, any indemnification under the provisions of
this Article VII shall be made upon the receipt from the person seeking
indemnification of (i) his written affirmation that he has met the requisite
standard of conduct necessary for indemnification and (ii) his written
understanding that he will repay such advanced sums if it is ultimately
determined that he has not met those requirements.

    The Corporation shall have the power to purchase and maintain insurance on
behalf of any director, officer, employee or agent against all liability and
expense that may be incurred by him in such capacity and in any other capacity
in which he served at the request of the Corporation, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VII.

    The rights of indemnification provided for in this Article VII shall be in
addition to any rights to which any such director or officer may be entitled
under the General Corporation Law of the State of Delaware, including any
agreement, vote of shareholders and the Articles of Incorporation.

                                 Page 14 of 16

<PAGE>
 
                                  ARTICLE VIII
                                        
                               GENERAL PROVISIONS
                               ------------------
                                        
    SECTION 1.  DIVIDENDS.  Dividends upon the outstanding shares of the
    ---------   ---------                                               
Corporation, subject to the provisions of the Act, the Articles of Incorporation
and any agreements or obligations of the Corporation, if any, may be declared by
the Board of Directors at any regular or special meeting.  Dividends may be
declared and paid in cash, in property, or in shares of the Corporation,
provided that all such declarations and payments of dividends shall be in strict
compliance with all applicable laws and the Articles of Incorporation. The Board
of Directors may fix in advance a record date for the purpose of determining
shareholders entitled to receive payment of any dividend, such record date to be
not more than 50 days prior to the payment of such dividend.  In the absence of
any action by the Board of Directors, the date upon which the Board of Directors
adopts the resolution declaring such dividend shall be the record date.

    SECTION 2.  RESERVES.  There may be created by a resolution of the Board of
    ---------   --------                                                       
Directors out of the earned surplus of the Corporation such reserve or reserves
as the Board of Directors from time to time, in its absolute discretion, deems
proper to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other proper purposes as
the Board of Directors shall deem beneficial to the Corporation, and the Board
of Directors may modify or abolish any reserve in the same manner in which it
was created.

    SECTION 3.  FISCAL YEAR.  The fiscal year of the Corporation shall be fixed
    ---------   -----------                                                    
by resolution of the Board of Directors.

    SECTION 4.  SEAL.  The Corporation shall have a seal which may be used by
    ---------   ----                                                         
causing it or a facsimile thereof to be impressed on, affixed to, or in any
manner reproduced upon, instruments of any nature required to be executed by its
proper officers.

    SECTION 5.  ANNUAL STATEMENT.  The Board of Directors shall present at each
    ---------   ----------------                                               
annual meeting and when called for by vote of the shareholders at any special
meeting of the shareholders, a full and clear statement of the business and
condition of the Corporation.

    SECTION 6.  CHECKS.  All checks or demands for money and notes of the
    ---------   ------                                                   
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may designate from time to time.

    SECTION 7.  VOTING SECURITIES OWNED BY CORPORATION.  Voting securities in
    ---------   --------------------------------------                       
any other corporation held by this Corporation shall be voted by the President
or any Vice President, unless the Board of Directors confers authority to vote
with respect

                                 Page 15 of 16

<PAGE>
 
thereto, which may be general or confined to specific investments, upon some
other person or officer.  Any person authorized to vote securities shall have
the power to appoint proxies with the general power of substitution.

    SECTION 8.  RESIGNATION.  Any director, officer, employee or agent of the
    ---------   -----------                                                  
Corporation may resign by giving written notice to the President or the
Secretary.  The  resignation shall take effect at the time specified therein, or
immediately if no time is specified therein.  Unless specified in such notice,
the acceptance of such resignation shall not be necessary to make it effective.


                                   ARTICLE IX
                                        
                              AMENDMENTS TO BYLAWS
                              --------------------

    These Bylaws may be altered, amended, modified or repealed, or new Bylaws
may be adopted at any meeting of the Board of Directors at which a quorum is
present by the affirmative vote of a majority of the Directors present at such
meeting.

                                 Page 16 of 16


<PAGE>
 
                                                                     Exhibit 5.1
                                                                     -----------


                             Hughes & Luce, L.L.P.
                          1717 Main Street, Suite 2800
                              Dallas, Texas  75201


                               December 16, 1997



Securities and Exchange Commission
Judiciary Plaza
450 Fifth St., N.W.
Washington, D.C. 20549-1004


Ladies and Gentlemen:

     We have acted as special counsel to Talton Holdings, Inc., a Delaware
corporation (the "Company"), AmeriTel Pay Phones, Inc., a Missouri corporation
("AmeriTel"), Talton Telecommunications, Inc., an Alabama corporation ("Talton
Telecommunications"), Talton Telecommunications of Carolina, Inc., an Alabama
corporation ("Talton of Carolina"), Talton STC, Inc., a Delaware corporation
("Talton STC"), and Talton Invision, Inc., a Delaware corporation ("Invision",
and collectively with AmeriTel, Talton Telecommunications, Talton of Carolina,
and Talton STC, the "Subsidiary Guarantors"), in connection with the Company's
Registration Statement on Form S-4 as filed with the Securities and Exchange
Commission (the "Commission") on August 14, 1997 under the Securities Act of
1933, as amended, with respect to the exchange of an aggregate principal amount
of up to $115 million of 11% Series B Senior Notes due 2007 of the Company (the
"New Notes") for a like aggregate principal amount of the issued and outstanding
11% Senior Notes of the Company due 2007 (the "Old Notes").

     In rendering this opinion, we have examined and relied upon executed
originals, counterparts, or copies of such documents, records, and certificates
(including certificates of public officials and officers of the Company and the
Subsidiary Guarantors) as we considered necessary or appropriate for enabling us
to express the opinions set forth below.  In all such examinations, we have
assumed the authenticity and completeness of all documents submitted to us as
originals and the conformity to originals and completeness of all documents
submitted to us as photostatic, conformed, notarized, or certified copies.

     Based on the foregoing, we are of the opinion that the New Notes have been
duly authorized and, when the Registration Statement has become effective and
the New Notes have been duly executed, authenticated, issued, and delivered in
accordance with the Registration
<PAGE>
 
December 16, 1997
Page 2


Rights Agreement dated as of June 26, 1997 among the Company, AmeriTel, Talton
Telecommunications, Talton of Carolina, Talton STC, and CIBC Wood Gundy
Securities Corp. and the Indenture dated as of June 26, 1997 among the Company,
AmeriTel, Talton Telecommunications, Talton of Carolina, Talton STC, Invision,
and U.S. Trust Company of Texas, N.A., as Trustee (the "Indenture"), against
payment therefor, such New Notes will be legally issued and will constitute the
valid and legally binding obligations of the Company.

     In connection with our opinion above, we have assumed that at or prior to
the time of delivery of the New Notes, the authorization of the New Notes will
be applicable to each New Note, will not be modified or rescinded, and there
will not have occurred any change in law affecting the validity or
enforceability of such New Notes.  We have also assumed that the issuance and
delivery of the New Notes will not violate any applicable law or will not result
in a violation of any provision of any instrument or agreement then binding on
the Company, or any restriction imposed by any court or governmental body having
jurisdiction over the Company.

     This opinion may be filed as an exhibit to the Registration Statement.  We
also consent to the reference to this firm as having passed on the validity of
the New Notes under the caption "Legal Matters" in the Registration Statement.
In giving this consent, we do not admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

                                            Very truly yours,

                                            /s/ Hughes & Luce, L.L.P.

<PAGE>

                                                                   EXHIBIT 10.12
 
                             EMPLOYMENT AGREEMENT
                                        

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
                                     ---------
November 15, 1997 (the "Effective Date"), by and between Talton Holdings, Inc.,
                        --------------
a Delaware corporation (the "Company"), and Jeffrey D. Cushman, a resident of 
                             -------
the State of Texas (the "Executive").
                         ---------

                                   RECITALS
                                        
     WHEREAS, the Company is the owner of the outstanding shares of capital
stock of (i) Talton Telecommunications Corporation, an Alabama corporation
("TTC"), (ii) AmeriTel Pay Phones, Inc., a Missouri corporation ("AmeriTel"),
  ---                                                             --------
(iii) Talton STC, Inc., a Delaware corporation ("Talton STC"), and (iv) Talton
                                                 ----------
Invision, Inc., a Delaware corporation ("Talton Invision") (the Company, TTC,
                                         ---------------
AmeriTel, Talton STC and Talton Invision and their respective affiliates and
subsidiaries are sometimes referred to herein individually as a "Talton Entity" 
                                                                 -------------
and collectively as the "Talton Entities");
                         ---------------

     WHEREAS, the Company desires to employ the Executive and the Executive
desires to furnish services to the Company and/or the other Talton Entities on
the terms and conditions hereinafter set forth;

     WHEREAS, the parties desire to enter into this Agreement in order to set
forth the terms and conditions of the employment relationship of the Executive
with the Talton Entities;

     WHEREAS, the Executive and the Company each acknowledge and agree that the
terms and conditions of employment set forth below are reasonable and necessary
in order to protect the legitimate business interests of the Talton Entities and
to compensate the Executive for information, knowledge and experience brought to
or gained from the Talton Entities;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth below, the parties hereby agree as follows:

     1.  EMPLOYMENT.  The Company hereby agrees to employ the Executive, and the
Executive hereby accepts such employment, on the terms and conditions
hereinafter set forth.


     2.  EMPLOYMENT PERIOD.  The period of employment of the Executive by the
Company hereunder (the "Employment Period") shall commence on the Effective Date
                        -----------------
and shall end on December 31, 1999, (unless earlier terminated in accordance
with Section

                                     - 1 -
<PAGE>
 
5 of the Agreement).  Commencing on January 1, 2000, the Employment Period shall
be extended for successive one-year periods (individually, a "Renewal Period"),
                                                              --------------
unless a notice not to extend this Agreement shall have been given by either
party hereto to the other not later than 90 days immediately preceding the
commencement of the Renewal Period (or unless earlier terminated in accordance
with Section 5 of this Agreement).  Unless the context otherwise requires, the
Employment Period hereunder shall for purposes of this Agreement be deemed to
include the current Renewal Period (if any).

     3.  POSITION AND DUTIES.  The Executive shall, within reason, devote his
full time, attention, skills and energies during the Employment Period to the
business of the Talton Entities, performing such specific functions on behalf of
the Talton Entities and holding such executive positions as the Board of
Directors or senior management of the Company or any Talton Entity may direct,
all of which shall be substantially consistent with the functions of an
executive officer within the industry in which the Talton Entities are engaged.
Specifically, the Executive shall be appointed and shall serve as the chief
financial officer of the Company.  The Company shall not, without the consent of
Executive, cause a substantial and/or material reduction in the nature or scope
of Executive's duties and/or responsibilities which results in Executive no
longer holding the position of chief financial officer of the Company.

     4.  COMPENSATION AND RELATED MATTERS.

     (a) BASE SALARY.  During the Employment Period, the Company shall pay the
Executive a base salary at an annual rate specified in Exhibit A (the "Base
                                                       ---------       ----
Salary"), which Base Salary shall be paid in equal installments in accordance
- ------
with the Company's payroll policy, subject to Section 5 below.

     (b) BONUS.  During the Employment Period, the Company shall pay the
Executive the bonus specified in Exhibit A.
                                 ---------

     (c) OPTIONS.  The Executive shall be eligible to be awarded options to
purchase the Company's common stock, as specified in Exhibit A.
                                                     ---------

     (d) OTHER BENEFITS.  During the Employment Period, the Executive shall be
entitled to and eligible for group health insurance coverage and any other
fringe benefits in accordance with policies applicable generally to salaried
Executives of the Company.  The Executive shall also be entitled to paid
vacation and other paid absences during the Employment Period in accordance with
policies applicable generally to salaried Executives of the Company.

                                     - 2 -
<PAGE>
 
     5.  TERMINATION.

     (a) TERMINATION FOR CAUSE.  Prior to the end of the Employment Period, the
Company may terminate the Executive's employment under this Agreement for
"Cause".  For purposes of this Agreement, the Company shall have Cause to
terminate the Executive's employment hereunder in the event the Executive: (i)
has committed any act of willful misconduct, embezzlement or wrongful conversion
of money or property belonging to any Talton Entity, or any act of fraud or
dishonesty that affects the business of or relates to any of the Talton
Entities; (ii) is convicted of a felony at any time hereafter; (iii) has failed
to comply with any material directive of the Board of Directors of the Company
related to his employment duties; or (iv) has willfully and continually failed
to substantially perform his duties hereunder (other than any such failure
resulting from the Executive's death or disability), and such failure continues
for more than 10 days after written notice thereof to the Executive.  If the
Executive's employment is terminated by the Company for Cause, the Company shall
pay the Executive any Base Salary accrued or owing to the Executive hereunder
through the date of termination, less any amounts owed by the Executive to any
Talton Entity, and the Company shall have no further liability or obligation to
the Executive hereunder.

     (b) TERMINATION WITHOUT CAUSE.  Prior to the end of the Employment Period,
the Company may terminate the Executive's employment under this Agreement for a
reason other than Cause or no reason whatsoever (i.e., without Cause).  If the
Company terminates the Executive's employment without Cause either prior to the
expiration of or at the end of the Employment Period, the Company's liability to
the Executive is limited to an amount equal to the Executive's annual Base
Salary (the "Severance Payment").  The Company may, at its option, pay the
             -----------------
Severance Payment in a lump sum within 30 days after the date of termination of
employment, or pay the Severance Payment over a twelve month period (commencing
effective as of the date of termination of employment) in equal installments in
accordance with the Company's payroll policy.  If the Company terminates
employment of the Executive because he has become disabled such that he is
unable to perform the essential functions of his job (with reasonable
accommodation), any such termination shall be deemed to be a termination without
Cause pursuant to this Agreement.  Similarly, the Executive's employment shall
terminate upon his death, and shall be deemed a termination by the Company
without Cause, with payments of the Severance Payment hereunder to be made to
the Executive's estate.

                                     - 3 -
<PAGE>
 
     6.  CONFIDENTIAL INFORMATION, REMOVAL OF DOCUMENTS,
         DEVELOPMENTS AND NON-COMPETITION, RELEASE.

     (a) CONFIDENTIAL INFORMATION.  The Executive shall hold in a fiduciary
capacity for the benefit of the Company and the other Talton Entities all trade
secrets, confidential information, proprietary information, knowledge and data
relating to the Talton Entities and/or the businesses or investments of the
Talton Entities which may have been obtained by the Executive during the
Executive's employment by the Company or any other Talton Entity including such
information with respect to any products, improvements, formulas, designs or
styles, processes, services, customers, suppliers, marketing techniques,
methods, know-how, data, future plans or operating practices ("Confidential
                                                               ------------
Information").  Except as may be required or appropriate in connection with his
- -----------
carrying out his duties under this Agreement, the Executive shall not, without
the prior written consent of the Company or as may otherwise be required by law
or legal process, communicate or divulge any such Confidential Information to
anyone other than the Company and those designated by the Company.

     (b) REMOVAL OF DOCUMENTS.  All records, files, drawings, letters,
memoranda, reports, computer data, computer disks, electronic storage media,
documents, models and the like relating to the business of the Company and/or
the business of any of the other Talton Entities, which the Executive prepares,
uses or comes into contact with and which contain Confidential Information shall
be the exclusive property of the Company to be used by the Executive only in the
performance of his duties for the Company and shall not be removed by the
Executive from the premises of any Talton Entity (without the written consent of
the Company) during or after the Employment Period unless such removal shall be
required or appropriate in connection with his carrying out his duties under
this Agreement, and, if so removed by the Executive, shall be returned to such
Talton Entities immediately upon termination of the Executive's employment
hereunder, or earlier request by the Company (with the Executive retaining no
copies thereof nor any notes or other records relating thereto).

     (c) DEVELOPMENTS.  The Executive will make full and prompt disclosure to
the Company of all inventions, improvements, discoveries, methods, developments,
software and/or works of authorship relating in any way to the business,
activities or affairs of any of the Talton Entities, whether patentable or not,
which are created, made, conceived or reduced to practice (in whole or in part)
by the Executive or under his direction or jointly with others prior to or
during the Employment Period, whether or not during normal working hours or on
the premises of the Company (collectively, "Developments").  The Executive
                                            ------------

                                     - 4 -
<PAGE>
 
agrees to assign and does hereby assign to the Company all of his right, title
and interest in and to all Developments and related patents, copyrights and
applications therefor.  The Executive shall do all permissible things, and take
all permissible action, necessary or advisable, in the Company's sole discretion
and at the Company's expense, to cause any other person related to the Executive
or an entity controlled by the Executive having an interest in a Development to
assign to the Company all of such person's or entity's right, title and interest
in and to such Development and related patents, copyrights and applications
therefor. The Executive agrees to cooperate fully with the Company, both during
and after the termination of the Employment Period, with respect to the
procurements, maintenance and enforcement of copyrights and patents (both in the
United States and foreign countries) relating to Developments.

     (d) NON-COMPETITION.  During (i) the Executive's employment with the
Company and (ii) the one-year period immediately following the expiration or
earlier termination of the Employment Period provided that said one-year period
shall be extended for an additional year in the event the Executive (as opposed
to the Company) terminates his employment during the Employment Period, the
Executive (A) shall not engage, anywhere within the geographical areas in which
any Talton Entity is then conducting its business operations, directly or
indirectly, alone, in association with or as a shareholder, principal, agent,
partner, officer, director, Executive or consultant of any other organization,
in any Competitive Business; (B) shall not solicit or encourage any officer,
Executive, independent contractor, vendor or consultant of any of the Talton
Entities to leave the employ of, or otherwise cease his relationship with, any
of the Talton Entities; and (C) shall not solicit, divert or take away, or
attempt to divert or to take away, the business or patronage of any of the
customers or accounts, or prospective customers or accounts, of any Talton
Entity, which were contacted, solicited or served by any Talton Entity during
the time the Executive was employed by any Talton Entity.  If the Executive
violates any of the provisions of this Section 6(d), following his termination
of employment, the computation of the time period provided herein shall be
tolled from the first date of the breach until the earlier of (i) the date
judicial relief is obtained by the Company, (ii) the Company states in writing
that it will seek no judicial relief for said violation, or (iii) the Executive
provides satisfactory evidence to the Company that such breach has been
remedied.  If, at any time, the provisions of this Section 6(d) shall be
determined to be invalid or unenforceable, by reason of being vague or
unreasonable as to area, duration or scope of activity, this Section 6(d) shall
be considered divisible and shall become and be immediately amended to only such
area, duration and scope

                                     - 5 -
<PAGE>
 
of activity as shall be determined to be reasonable and enforceable by the court
or other body having jurisdiction over the matter; and the Executive agrees that
this Section 6(d) as so amended shall be valid and binding as though any invalid
or unenforceable provision had not been included herein.  For purposes of this
Section 6, Executive and the Company agree that Competitive Business shall mean
(i) the inmate telephone business, (ii) the pay telephone business, (iii) the
business of selling, leasing or otherwise providing law enforcement management
systems, jail management systems, victim notification systems and/or other
tracking or record systems to inmate, jail or correctional facilities, and/or
(iv) any significant business that the Talton Entities are engaged in on the
date of termination or expiration of the Employment Period.

     (e) NON-COMPETITION IN EXPANSION MARKETS.  Executive acknowledges that a
valuable asset of the Talton Entities is the plan of the Company and the other
Talton Entities to extend and expand their business, by acquisition or
otherwise, to areas of the United States of America which the Talton Entities do
not yet serve as of the Effective Date.  Accordingly, during (i) the Executive's
employment with the Company and (ii) the one-year period immediately following
the expiration or earlier termination of the Employment Period provided that
said one-year period shall be extended for an additional year in the event the
Executive (as opposed to the Company) terminates his employment during the
Employment Period, the Executive shall not engage, anywhere in the United States
of America, directly or indirectly, alone, in association with or as a
shareholder, principal, agent, partner, officer, director, Executive or
consultant of any other organization, in any Competitive Business. If the
Executive violates any of the provisions of this Section 6(e), following his
termination of employment, the computation of the time period provided herein
shall be tolled from the first date of the breach until the earlier of (i) the
date judicial relief is obtained by the Company, (ii) the Company states in
writing that it will seek no judicial relief for said violation, or (iii) the
Executive provides satisfactory evidence to the Company that such breach has
been remedied.  If, at any time, the provisions of this Section 6(e) shall be
determined to be invalid or unenforceable, by reason of being vague or
unreasonable as to area, duration or scope of activity, this Section 6(e) shall
be considered divisible and shall become and be immediately amended to only such
area, duration and scope of activity as shall be determined to be reasonable and
enforceable by the court or other body having jurisdiction over the matter; and
the Executive agrees that this Section 6(e) as so amended shall be valid and
binding as though any invalid or unenforceable provision had not been included
herein.

                                     - 6 -
<PAGE>
 
     (f) CONTINUING OPERATION.  Any termination of the Executive's employment or
of this Agreement shall have no effect on the continuing operation of this
Section 6.

     (g) LEGITIMATE BUSINESS INTERESTS.  The Executive has carefully read and
considered the provisions of this Section 6 and, having done so, agrees that the
restrictions set forth herein, including, without limitation, the time and
geographic restrictions set forth above, are fair and reasonable and are
reasonably required for the protection of the legitimate business interests and
goodwill of the Company.

     (h) REMEDIES.  The Executive acknowledges that any violation of any of the
covenants and agreements contained in this Section 6 would result in irreparable
and continuing harm and damage to the Company and the other Talton Entities
which would be extremely difficult to quantify and for which money damages alone
would not be adequate compensation.  Consequently, the Executive agrees that, in
the event he violates or threatens to violate any of these covenants and
agreements, the Company shall be entitled to: (1) entry of an injunction
enjoining such violation and/or requiring the Executive to return all materials
or other proprietary information of the Company and (2) money damages insofar as
they can be determined.  Nothing in this Agreement shall be construed to
prohibit the Company and the other Talton Entities from also pursuing any other
legal or equitable remedy, the parties having agreed that all remedies are
cumulative.  The parties waive the right to a jury trial with respect to any
controversy or claim between or among the parties hereto, including any claim
arising out of or relating to this Agreement or based on or arising from an
alleged tort.

     7.  SEVERABILITY.  Whenever possible, each provision and term of this
Agreement will be interpreted in a manner to be effective and valid, but if any
provision or term of this Agreement is held to be prohibited or invalid, then
such provision or term will be ineffective only to the extent of such
prohibition or invalidity, without invalidating or affecting in any manner
whatsoever the remainder of such provision or term or the remaining provisions
or terms of this Agreement.

     8.  WAIVER.  The rights and remedies of the parties to this Agreement are
cumulative and not alternative.  Neither the failure nor any delay by any party
in exercising any right, power or privilege under this Agreement will operate as
a waiver of such right, power or privilege, and no single or partial exercise of
any such right, power or privilege will preclude any other or further exercise
of such right, power or privilege.  To the maximum extent permitted by
applicable law, (a) no claim or right arising out of this Agreement can be
discharged by one party, in whole or in part, by a waiver or renunciation of the

                                     - 7 -
<PAGE>
 
claim or right unless in writing signed by the other party; (b) no waiver that
may be given by a party will be applicable except in the specific instance for
which it is given; and (c) no notice to or demand on one party will be deemed to
be a waiver of any obligation of such party or of the right of the party giving
such notice or demand to take further action without notice or demand as
provided in this Agreement.

     9.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure
to the benefit of the Company and its affiliates, successors and assigns, and
the Executive and his assigns, heirs and legal representatives.  Each of the
Talton Entities (and their respective affiliates, successors and assigns) shall
be third party beneficiaries of this Agreement and may independently enforce and
benefit from the terms hereof.

     10. OTHER AGREEMENTS; INDEMNIFICATION.  The Executive hereby represents
that, except as he has disclosed in writing to the Company, the Executive is not
bound by the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of the Executive's employment with the Company or to
refrain from competing, directly or indirectly, with the business of such
previous employer or any other party.  The Executive further represents that his
performance of all of the terms of this Agreement does not and will not breach
any agreement to keep in confidence proprietary information, knowledge or data
acquired by the Executive in confidence or in trust prior to the date of this
Agreement, and the Executive will not disclose to the Company or any other
Talton Entity or induce the Company or any other Talton Entities to use any
confidential or proprietary information or material belonging to any previous
employer or others.  The Executive hereby indemnifies and agrees to defend and
hold the Company and the other Talton Entities harmless from and against any and
all damages, liabilities, losses, costs and expenses (including, without
limitation, reasonable attorneys' fees and the costs of investigation) resulting
or arising directly or indirectly from any breach of the foregoing
representations or from allegations, claims, proceedings or actions by third
parties relating to the confidential information belonging to them and disclosed
by the Executive to the Company or any other Talton Entity.

     11. WITHHOLDING.  Any payments provided for in this Agreement shall be
paid net of any applicable withholding of taxes required under federal, state or
local law.

     12. RECITALS; HEADINGS; CONSTRUCTION.  The Recitals set forth in the
preamble of this Agreement shall be deemed to be included and form an integral
part of this Agreement.  The

                                     - 8 -
<PAGE>
 
headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation.  All references to "Section"
or "Sections" refer to the corresponding Section or Sections of this Agreement
unless otherwise specified.  All words used in this Agreement will be construed
to be of such gender or number as the circumstances require.  Unless otherwise
expressly provided, the word "including" does not limit the preceding words or
terms.  All references herein to the word "or" shall mean "and/or."  The
parties, in acknowledgment that all of them have been represented by counsel and
that this Agreement has been carefully negotiated, agree that the construction
and interpretation of this Agreement and other documents entered into in
connection herewith shall not be affected by the identity of the party or
parties under whose direction or at whose expense this Agreement and such
documents were prepared or drafted.

     13. TIME OF ESSENCE.  With regard to all dates and time periods set forth
or referred to in this Agreement, time is of the essence.

     14. GOVERNING LAW.  This Agreement shall be governed by the substantive
laws of the State of Delaware, without regard to its conflicts of laws
principles.  In particular, Delaware substantive law will govern any controversy
or claim between or among the parties hereto, including any claim arising out of
or relating to this Agreement or based on or arising from an alleged tort.

     15. ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersedes all prior written and oral agreements and understandings between the
parties with respect to the subject matter of this Agreement.  This Agreement
may not be amended except by a written agreement executed by both parties.

     16. NOTICES.  Any notice, demand or other communication which may or is
required to be given under this Agreement shall be in writing and shall be: (a)
personally delivered; (b) transmitted by United States postage prepaid mail,
registered or certified mail, return receipt requested; (c) transmitted by
reputable overnight courier service such as Federal Express; or (d) transmitted
by legible facsimile (with answer back confirmation) to the parties' respective
addresses as set forth opposite their signatures hereto).  Except as otherwise
specified herein, all notices and other communications shall be deemed to have
been duly given on (i) the date of receipt if delivered personally, (ii) 2
calendar days after the date of posting if transmitted by registered or
certified mail, return

                                     - 9 -
<PAGE>
 
receipt requested, (iii) the first (1st) business day after the date of deposit
if transmitted by reputable overnight courier service or (iv) the date of
transmission with confirmed answer back if transmitted by facsimile, whichever
shall first occur.  A notice or other communication not given as herein provided
shall only be deemed given if and when such notice or communication is actually
received in writing by the party to whom it is required or permitted to be
given.  The parties may change their address for purposes hereof by notice given
to the other parties in accordance with the provisions of this Section, but such
notice shall not be deemed to have been duly given unless and until it is
actually received by the other party.

     17. COMMON LAW OR OTHER DUTIES.  The Executive's duties obligations, and
agreements hereunder are in addition to (and not in limitation of) any duties or
obligations under common law or statute owed to the Company or the other Talton
Entities by the Executive by reason of his position as officer, director or
Executive, as applicable, of the Company or the other Talton Entities.

     18. ATTORNEYS' FEES.  In the event of any litigation or proceeding brought
with respect to this Agreement in which the parties to this Agreement (or any
other Talton Entity or Entities) is a party, the prevailing party(ies) shall be
entitled to recover from non-prevailing party(ies) any reasonable attorneys'
fees and expenses incurred therein.

     19. COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

                                     - 10 -
<PAGE>
 
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                   COMPANY:
                                   ------- 
                            
                                   TALTON HOLDINGS, INC.,
                                   a Delaware corporation



                                   By:    /s/ JOHN A. CROOKS, JR.
                                        ----------------------------------------
                                   Name:   John A. Crooks, Jr.
                                   Title:  President

                                   Address:  1209 W. North Carrier Pkwy.
                                             Suite 300
                                             Grand Prairie, Texas 75050
                                             Attn: John A. Crooks, Jr.

                                   Telephone:  (972) 988-3737
                                   Facsimile:  (972) 988-3774


                                   EXECUTIVE:
                                   --------- 



                                     /s/ JEFFREY D. CUSHMAN
                                   ---------------------------------------
                                   JEFFREY D. CUSHMAN

                                   Address:  5980 Tipperary Drive
                                             Plano, Texas 75203

                                   Telephone:  (972) 378-3726
                                   Facsimile:  (972) 378-3992

                                     - 11 -
<PAGE>
 
                                   EXHIBIT A
                                   ---------
                                        


(a)  BASE SALARY:    $140,000 per year.


(b)  BONUS:          Bonus program to be established whereby Executive could
                     earn an additional amount up to 50% of Base Salary based
                     upon achieving performance objectives to be determined and
                     may be in excess of such amount in the event such
                     objectives are exceeded; provided, however, the Executive
                     will be entitled to receive a guaranteed bonus of $70,000
                     for fiscal year 1998 payable one-half on or before January
                     30, 1998, and one-half on or before December 31, 1998.

(c)  OPTIONS:        The Company intends to institute a stock option program,
                     the terms and conditions of which are to be determined by
                     the Board of the Company, in its sole discretion. Executive
                     will be eligible to be awarded options to purchase the
                     equivalent of 100 common shares of Company stock, at $2,000
                     per share (as adjusted for any stock splits). It is
                     anticipated that the stock option plan will provide that
                     these options would vest over a three year period from date
                     of issue.


<PAGE>
 
                                                                   EXHIBIT 23.2
 
                         INDEPENDENT AUDITORS' CONSENT
   
  We consent to the use in this Pre-effective Amendment No. 2 to the
Registration Statement of Talton Holdings, Inc. on Form S-4 of our report
dated April 4, 1997 (October 6, 1997 as to Note 13) with respect to the
consolidated financial statements of Talton Holdings, Inc. as of December 31,
1996 and for the one month period from December 1, 1996 (date of acquisition)
to December 31, 1996; our report dated April 4, 1997 with respect to the
financial statements of AmeriTel Pay Phones, Inc. as of November 30, 1996 and
for the eleven months ended November 30, 1996; our report dated April 4, 1997
with respect to the consolidated financial statements of Talton
Telecommunications Corporation as of November 30, 1996 and for the eleven
months ended November 30, 1996; our report dated October 10, 1997 with respect
to the consolidated financial statements of Security Telecom Corporation and
subsidiary as of June 30, 1997 and for the six months ended June 30, 1997; and
our report dated December 12, 1997 with respect to the financial statements of
InVision Telecom, Inc. as of December 31, 1996 and September 30, 1997 and for
each of the two years ended December 31, 1995 and 1996 and for the nine months
ended September 30, 1997; all appearing in the Prospectus, which is part of
this Registration Statement. We also consent to the reference to us under the
heading "Experts" in such Prospectus.     
 
                                          Deloitte & Touche LLP
 
Dallas, Texas
   
December 15, 1997     

<PAGE>
 
                                                                    EXHIBIT 23.3
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
  As independent public accountants, we hereby consent to the use of our report
dated March 22, 1996, and to all references to our firm, included in or made a
part of this registration statement.
 
                                          Arthur Andersen LLP
 
Kansas City, Missouri,
   
December 15, 1997     

<PAGE>
 
                                                                   EXHIBIT 23.4
 
                         INDEPENDENT AUDITORS' CONSENT
   
  We consent to the use in this Pre-effective Amendment No. 2 to the
registration statement of Talton Holdings, Inc. on Form S-4 of our report
dated March 4, 1996, with respect to the consolidated financial statements of
Talton Telecommunications as of December 31, 1995, and for each of the two
years in the period ended December 31, 1995; all appearing in the prospectus,
which is part of this registration statement. We also consent to the reference
to us under the heading "experts" in such prospectus.     
 
                                       Borland, Benefield, Crawford &
                                        Webster, P.C.
 
Birmingham, Alabama
   
December 15, 1997     

<PAGE>
 
                                                                   EXHIBIT 23.5
 
                         INDEPENDENT AUDITORS' CONSENT
   
  We consent to the use in this pre-effective amendment No. 2 to the
Registration Statement of Talton Holdings, Inc. on Form S-4 of our report
dated May 23, 1997 with respect to the consolidated financial statements of
Security Telecom Corporation and subsidiary as of December 31, 1995 and 1996
and for each of the three years in the period ended December 31, 1996
appearing in the Prospectus, which is part of this Registration Statement. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.     
 
                                          Davis, Clark and Company, P.C.
 
Dallas, Texas
   
December 15, 1997     

<PAGE>
 
                                                                   EXHIBIT 23.6
 
                         INDEPENDENT AUDITORS' CONSENT
   
  We consent to the use in this Pre-effective Amendment No. 2 to the
registration statement of Talton Holdings, Inc. on Form S-4 of our report
dated June 27, 1997 (October 6, 1997 as to Note 10) with respect to the
financial statements of Correctional Communications Corporation as of December
31, 1995 and 1996 and for each of the three years in the period ended December
31, 1996; all appearing in the prospectus which is part of this registration
statement. We also consent to the reference to us under the heading "experts"
in such prospectus.     
 
                                          Ginsberg, Weiss & Company
 
Pearl River, New York
   
December 15, 1997     

<PAGE>

                                                                    EXHIBIT 25.1
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                ---------------

                                   FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939
                 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

             CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
                TRUSTEE PURSUANT TO SECTION 305(b)(2)_________

                                ---------------

                       U.S. TRUST COMPANY OF TEXAS, N.A.
              (Exact name of trustee as specified in its charter)

                                                             75-2353745
    (State of incorporation                                (I.R.S. employer
     if not a national bank)                              identification No.)


 2001 Ross Ave, Suite 2700                                       75201
       Dallas, Texas                                           (Zip Code)
   (Address of trustee's
principal executive offices)



                              Compliance Officer
                       U.S. Trust Company of Texas, N.A.
                           2001 Ross Ave, Suite 2700
                             Dallas, Texas  75201
                                (214) 754-1200
           (Name, address and telephone number of agent for service)

                                ---------------

                             Talton Holdings, Inc.
              (Exact name of obligor as specified in its charter)

          Delaware                                           75-2680266
(State or other jurisdiction of                           (I.R.S. employer
 incorporation or organization)                          identification No.)


  1209 North Carrier Parkway, Suite 30
        Grand Prairie, Texas                                    75050
(Address of principal executive offices)                      (Zip Code)
<PAGE>
 
                                   AmeriTel
             (Exact name of guarantor as specified in its charter)


           Missouri                                         43-1581010
(State or other jurisdiction of                          (I.R.S. employer
 incorporation or organization)                         identification No.)
 
 1209 North Carrier Parkway, Suite 30
        Grand Prairie, Texas                                   75050
(Address of principal executive offices)                     (Zip Code)
 
                     Talton Telecommunications Corporation
             (Exact name of guarantor as specified in its charter)
 
           Alabama                                           63-0654966
(State or other jurisdiction of                           (I.R.S. employer
 incorporation or organization)                          identification No.)
 
 1209 North Carrier Parkway, Suite 30
         Grand Prairie, Texas                                   75050
(Address of principal executive offices)                      (Zip Code)

 
                  Talton Telecommunications of Carolina, Inc.
             (Exact name of guarantor as specified in its charter)

 
           Alabama                                            63-1093356
(State or other jurisdiction of                            (I.R.S. employer
 incorporation or organization)                           identification No.)
 
 1209 North Carrier Parkway, Suite 30
         Grand Prairie, Texas                                   75050
(Address of principal executive offices)                      (Zip Code)
 

                               Talton STC, Inc.
             (Exact name of guarantor as specified in its charter)

 
           Deleware                                            43-1782898
(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                            identification No.)
 
  1209 North Carrier Parkway, Suite 30
         Grand Prairie, Texas                                     75050
(Address of principal executive offices)                        (Zip Code)
<PAGE>
 
                             Talton Invision, Inc.
             (Exact name of guarantor as specified in its charter)

           Deleware                                             75-2722144
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                             identification No.)

 1209 North Carrier Parkway, Suite 30
     Grand Prairie, Texas                                          75050
(Address of principal executive offices)                         (Zip Code)

                                ---------------

                           11% Senior Notes due 2007
                      (Title of the indenture securities)
 
 
- --------------------------------------------------------------------------------
<PAGE>
 
                                    GENERAL

1.   General Information.
     -------------------

     Furnish the following information as to the Trustee:

     (a) Name and address of each examining or supervising authority to which it
     is subject.

                Federal Reserve Bank of Dallas (11th District), Dallas, Texas
                      (Board of Governors of the Federal Reserve System)
                Federal Deposit Insurance Corporation, Dallas, Texas
                The Office of the Comptroller of the Currency, Dallas, Texas

     (b) Whether it is authorized to exercise corporate trust powers.

                The Trustee is authorized to exercise corporate trust powers.

2.   Affiliations with Obligor and Underwriters.
     ------------------------------------------

     If the obligor or any underwriter for the obligor is an affiliate of the
     Trustee, describe each such affiliation.

     None.

3.   Voting Securities of the Trustee.
     --------------------------------

     Furnish the following information as to each class of voting securities of
     the Trustee:


                            As of December 9, 1997
 

- --------------------------------------------------------------------------------
                Col A.                                        Col B.
 
- --------------------------------------------------------------------------------

            Title of Class                               Amount Outstanding
 
- --------------------------------------------------------------------------------

     Capital Stock - par value $100 per share 5,000 shares

4.   Trusteeships under Other Indentures.
     -----------------------------------

     Not Applicable

5.   Interlocking Directorates and Similar Relationships with the Obligor or
     -----------------------------------------------------------------------
     Underwriters.
     ------------

     Not Applicable
<PAGE>
 
6.  Voting Securities of the Trustee Owned by the Obligor or its Officials.
    -----------------------------------------------------------------------
  
    Not Applicable

7.  Voting Securities of the Trustee Owned by Underwriters or their Officials.
    --------------------------------------------------------------------------

    Not Applicable

8.  Securities of the Obligor Owned or Held by the Trustee.
    -------------------------------------------------------

    Not Applicable

9.  Securities of Underwriters Owned or Held by the Trustee.
    --------------------------------------------------------

    Not Applicable

10. Ownership or Holdings by the Trustee of Voting Securities of Certain
    --------------------------------------------------------------------
    Affiliates or Security Holders of the Obligor.
    ----------------------------------------------

    Not Applicable

11. Ownership or Holdings by the Trustee of any Securities of a Person Owning
    -------------------------------------------------------------------------
    50 Percent or More of the Voting Securities of the Obligor.
    -----------------------------------------------------------

    Not Applicable

12. Indebtedness of the Obligor to the Trustee.
    -------------------------------------------

    Not Applicable

13. Defaults by the Obligor.
    ------------------------

    Not Applicable

14. Affiliations with the Underwriters.
    -----------------------------------

    Not Applicable

15. Foreign Trustee.
    ----------------

    Not Applicable

16. List of Exhibits.
    -----------------

    T-1.1  -  A copy of the Articles of Association of U.S. Trust Company of
              Texas, N.A.. incorporated herein by reference to Exhibit T-1.1
              filed with Form T-1 Statement, Registration No. 22-21897.
<PAGE>
 
16.  (con't.)

    T-1.2  -  A copy of the certificate of authority of the Trustee to commence
              business; incorporated herein by reference to Exhibit T-1.2 filed
              with Form T-1 Statement, Registration No. 22-21897.

    T-1.3  -  A copy of the authorization of the Trustee to exercise corporate
              trust powers; incorporated herein by reference to Exhibit T-1.3
              filed with Form T-1 Statement, Registration No. 22-21897.

    T-1.4  -  A copy of the By-laws of the U.S. Trust Company of Texas, N.A.. as
              amended to date; incorporated herein by reference to Exhibit T-1.4
              filed with Form T-1 Statement, Registration No. 22-21897.

    T-1.6  -  The consent of the Trustee required by Section 321(b) of the Trust
              Indenture Act of 1939.

    T-1.7  -  A copy of the latest report of condition of the Trustee published
              pursuant to law or the requirements of its supervising or
              examining authority.


                                     NOTE

As of  December 9, 1997, the Trustee had 5,000 shares of Capital Stock
outstanding, all of which are owned by U.S. T.L.P.O. Corp.  As of December 4,
1997,  U.S. T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of
which are owned by U.S. Trust Corporation.  U.S. Trust Corporation had
outstanding 9,752,781  shares of $5 par value Common Stock as of December 9,
1997.

The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.

In as much as this Form T-1 is filed prior to the ascertainment by the Trustee
of all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9, 10
and 11, the answers to said Items are based upon incomplete information.  Items
2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless amended by
an amendment to this Form T-1.

In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the Trustee
disclaims responsibility for the accuracy or completeness of such information.


                               ----------------
<PAGE>
 
                                   SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, U.S
Trust Company of Texas, N.A., a national banking association organized under the
laws of the United States of America, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Dallas, and State of Texas on the
9th day of December, 1997.


                                              U.S. Trust Company
                                              of Texas, N.A., Trustee



                                              By: /s/ John C. Stohlmann
                                                 ----------------------------
                                                  John Stohlmann
                                                  Vice President
<PAGE>
 
                                                                   Exhibit T-1.6



                              CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of Talton Holdings, Inc.
11% Senior Notes due 2007, we hereby consent that reports of examination by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefore.



                                              U.S. Trust Company of Texas, N.A.
                                            
                                            
                                            
                                              By:  /s/ John C. Stohlmann
                                                 ------------------------------
                                                  John Stohlmann
                                                  Vice President
<PAGE>

<TABLE>
<S>                                                    <C>   
                                                       Board of Governors of the Federal Reserve System
                                                       OMB Number:  7100-0036
                                                       Federal Deposit Insurance Corporation
                                                       OMB Number:  3064-0052
                                                       Office of the Comptroller of the Currency
Federal Financial Institutions Examination Council     OMB Number:  1557-0081
                                                       Expires March 31, 2000
                                                    
- ----------------------------------------------------------------------------------------------------------
                                                       Please Refer to Page i,                            
(LOGO)                                                 (1)                                                
                                                       Table of Contents, for                             
                                                       the required disclosure                            
                                                       of estimated burden                                
- ----------------------------------------------------------------------------------------------------------
</TABLE> 

CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC OFFICES
ONLY AND TOTAL ASSETS OF LESS THAN $100 MILLION - - FFIEC 034
                                                                 
                                                                 
REPORT AT THE CLOSE OF BUSINESS September 30, 1997               
                                                                 
This report is required by law: 12 U.S.C. Section 324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).

                (970331)                                      
                --------                                      
               (RCRI 9999)                                    
                                                              
This report form is to be filed by banks with domestic offices only. Banks with
branches and consolidated subsidiaries in U.S. territories and possessions, Edge
or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries,
or International Banking Facilities must file FFIEC 031.

- --------------------------------------------------------------------------------

NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.

I,      Alfred B. Childs, SVP & Cashier                          
   ------------------------------------                          
   Name and Title of Officer Authorized to Sign Report          
                                                                 
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and belief.
                                                                 
/s/     Alfred B. Childs                                         
- ------------------------                                         
  Signature of Officer Authorized to Sign Report                 
                                                                 
10/15/97                                                         
- ------------------------                                         
 Date of Signature                                               

The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: these instructions may in some
cases differ from generally accepted accounting principles.

We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.

/s/     Stuart M. Pearman                                       
- -------------------------                                       
 Director (Trustee)                                             
                                                                
/s/     J.T. Moore                                              
- ------------------                                              
  Director (Trustee)                                            
                                                                
/s/     Peter J. Denker                                         
- -----------------------                                         
  Director (Trustee)                                             

- --------------------------------------------------------------------------------

FOR BANKS SUBMITTING HARD COPY REPORT FORMS:

STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal
Reserve District Bank.

STATE NONMEMBER BANKS: Return the original only in the special return address 
envelope provided. If express mail is used in lieu of the special return address
envelope, original only to the FDIC, c/o Quality Data Systems, 2127 Espey Court,
Suite 204, Crofton, MD 21114.

NATIONAL BANKS: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the return the original only to the FDIC, c/o Quality Data
Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114.

- --------------------------------------------------------------------------------
FDIC Certificate Number ____________
                        (RCRI 9050)         

                                                                        09-30-97
Banks should affix the address label in this space.           
                                                              
U. S. Trust Company of Texas, National Association            
- --------------------------------------------------
Legal Title of Bank (TEXT 9010)                               
                                                              
2001 Ross Avenue, Suite 2700                      
- ----------------------------
City (TEXT 9130)                                              
                                                              
Dallas, TX                                   75201                           
- --------------------------------------------------
State Abbrev. (TEXT 9200)                      ZIP Code (TEXT 9220)         

Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency

<PAGE>

<TABLE>
<S>                                                  <C>                              <C>                     <C>
U.S. Trust Company of Texas, N.A.                    Call Date:     09/30/97          State #:   6797         FFIEC  034
2100 Ross Avenue, Suite 2700                         Vendor ID:            D          Cert #:    33217        Page RC-2
Dallas, TX  75201                                    Transit #:     11101765                 
                                                                            
</TABLE> 
                                                                 ---------------
                                                                        9
                                                                 ---------------

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR June 30, 1997

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC - Balance Sheet
<TABLE> 
<CAPTION> 
                                                                                                                         C100
                                                                                                 Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                                                        <C>      <C>        <C>      <C> 
ASSETS
 1.    Cash and balances due from depository institutions:                                            RCON
                                                                                                      ----     ---------
       a.     Noninterest-bearing balances and currency and coin (1,2)___________ ______  _______     0081          882  1.a
                                                                                                               ---------
       b.     Interest bearing balances (3)______________________________________ ______  _______     0071          916  1.b
                                                                                                               ---------
 2.    Securities:
                                                                                                               ---------
       a.  Held-to-maturity securities (from Schedule RC-B, column A)____________ ______  _______     1754            0  2.a
                                                                                                               ---------
       b.  Available-for-sale securities (from Schedule RC-B, column D)__________ ______  _______     1773      128,787  2.b
                                                                                                               ---------
 3.    Federal funds sold (4) and securities purchased under agreements to resell:                    1350        6,000  3
                                                                                                               ---------
 4.    Loans and lease financing receivables:                                      RCON
                                                                                   ----   ---------
       a.  Loans and leases, net of unearned income (from Schedule RC-C)_________  2122     12,545                       4.a
                                                                                          ---------
       b.  LESS: Allowance for loan and lease losses_____________________________  3123        200                       4.b
                                                                                          ---------
       c.  LESS: Allocated transfer risk reserve_________________________________  3128          0                       4.c
                                                                                          ---------
                                                                                                               
       d.  Loans and leases, net of unearned income, allowance, and reserve                           RCON
                                                                                                      ----     ---------
            (item 4.a minus 4.b and 4.c)_________________________________________ ______  _______     2125       12,345  4.d
                                                                                                               ---------
 5.    Trading assets____________________________________________________________ ______  _______     3545            0  5.
                                                                                                               ---------
 6.    Premises and fixed assets (including capitalized leases)__________________ ______  _______     2145          694  6.
                                                                                                               ---------
 7.    Other real estate owned (from Schedule RC-M)______________________________ ______  _______     2150            0  7.
                                                                                                               ---------
 8.    Investments in unconsolidated subsidiaries and associated companies
       (from Schedule RC-M)______________________________________________________ ______  _______     2130            0  8.
                                                                                                               ---------
 9.    Customers' liability to this bank on acceptances outstanding______________ ______  _______     2155            0  9.
                                                                                                               ---------
10.    Intangible assets (from Schedule RC-M)____________________________________ ______  _______     2143            0  10.
                                                                                                               ---------
11.    Other assets (from Schedule RC-F)_________________________________________ ______  _______     2160        2,070  11.
                                                                                                               ---------
12.    a.  Total assets (sum of items 1 through 11)______________________________ ______  _______     2170      151,694  12.a
                                                                                                               ---------
       b.  Losses deferred pursuant to U.S.C. 1823(j)____________________________ ______  _______     0806            0  12.b
                                                                                                               ---------
       c.  Total assets and losses deferred pursuant to 12 U.S.C. 1823(j)
             (sum of items 12.a and 12.b)________________________________________ ______  _______     0807      151,694  12.c
                                                                                                               ---------
</TABLE>

(1) Includes cash items in process of collection and unposed debits.
(2) The amount reported in this item must be greater than or equal to the sum of
    Schedule RC-M, items 3.a and 3.b. 
(3) Includes time certificates of deposit not held for trading. 
(4) Report `term federal funds sold' in Schedule RC, item 4.a, `Loans and
    leases, net of unearned income,' and in Schedule RC-C, part 1.
(5) Report securities purchased under agreements to resell that involve the
    receipt of immediately available funds and mature in one business day or
    roll over under a continuing contract in Schedule RC, item 3.a, `Federal
    funds sold.'
<PAGE>

<TABLE> 
<S>                                                        <C>            <C>             <C>        <C>         <C> 
U.S. Trust Company of Texas, N.A.                          Call Date:      06/30/97       State #:   6797         FFIEC  034
2100 Ross Avenue, Suite 2700                               Vendor ID:             D       Cert #:    33217       Page RC-2
Dallas, TX  75201                                          Transit #:      11101765                

                                                                                                                ---------------
                                                                                                                      10
                                                                                                                ---------------
</TABLE> 


<TABLE> 
<CAPTION> 

Schedule RC - Continued
                                                                                        Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------------------------
<S>    <C>                                                                         <C>                <C>      <C>       <C> 
LIABILITIES
13.    Deposits:
       a.  In domestic offices (sum of totals of                                                      RCON
                                                                                                      ----     ---------
            columns A and C from Schedule RC-E)________________________________    RCON               2200      116,013  13.a
                                                                                   ----                        --------- 
                                                                                          ---------
            (1)  Noninterest-bearing (1)_______________________________________    6631      8,660                       13.a.1
                                                                                          ---------
            (2)  Interest-bearing______________________________________________    6636    107,353
                                                                                          ---------
       b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs 
            (1) Noninterest-bearing____________________________________________   
            (2) Interest-bearing_______________________________________________   
                                                                                                               ---------
14.    Federal funds purchased(2) and securities sold under agreements to                             RCON            0  14
                                                                                                      ----
       repurchase:                                                                                    2800
                                                                                                               ---------
15.    a.    Demand notes issued to the U.S. Treasury___________________________________  _______     2840            0  15.a
                                                                                                               ---------
       b.    Trading liabilities________________________________________________________  _______     3548            0  15.b
                                                                                                               ---------
16.    Other borrowed money:
                                                                                                               ---------
       a.  With a remaining maturity of one year or less_______________________   ______  _______     2332        7,000  16.a
                                                                                                               ---------
       b.  With a remaining maturity of more than one year through three years__  ______  _______     A547        1,000  16.b
                                                      
                                                                                                               ---------
       c. With a remaining maturity of more than three years_________________     ______  _______     A548        3,000  16.c
17.    Not applicable
18.    Bank's liability on acceptances executed and outstanding__________________ ______  _______     2920            0  18.
                                                                                                               ---------
19.    Subordinated notes and debentures________________________________________  ______  _______     3200            0  19.
                                                                                                               ---------
20.    Other liabilities (from Schedule RC-G)____________________________________ ______  _______     2930        1,990  20.
                                                                                                               ---------
21.    Total liabilities (sum of items 13 through 20)____________________________ ______  _______     2948      129,003  21.
22.    Not applicable

EQUITY CAPITAL
                                                                                                              ---------
                                                                                                      RCON       7,000  23.
                                                                                                      ----
23.    Perpetual preferred stock and related surplus_____________________________ ______   ______     3838
                                                                                                              ---------
24.    Common stock______________________________________________________________ ______   ______     3230         500  24.
                                                                                                              ---------
25.    Surplus (exclude all surplus related to preferred stock)__________________ ______   ______     3839       8,384  25.
                                                                                                              ---------
                                                                                 
26.    a.    Undivided profits and capital reserves______________________________ ______   ______     3632       6,512  26.a
                                                                                                              ---------
       b.    Net unrealized holding gains (losses) on available-for-sale securities_____   ______     8434         295  26.b
                                                                                                              ---------
27.    Cumulative foreign currency translation adjustments______________________________
                                                                                                              ---------
28.    a.    Total equity capital (sum of items 23 through 27)___________________ ______   ______     3210      22,691  28.a
                                                                                                              ---------
       b.    Losses deferred pursuant to 12 U.S.C. 1823(j)______________________  ______   ______     0306           0  28.b
                                                                                                              ---------
       c.    Total equity capital and losses deferred pursuant to 12 U.S.C. 1823(j)  
             (sum of items 28.a and 28.b)_______________________________________  ______   ______    3559      22,691  28.c
                                                                                                              ---------
29.    Total liabilities, limited-life preferred stock, equity capital, and losses deferred  
       pursuant to 12 U.S.C. 1823(j) (sum of items 21, 22, and 28.c)____________  ______   ______    2257     151,694  29.
                                                                                                              ---------

Memorandum
   To be reported only with the March Report of Condition.
                                                                                                              ---------
 1.  Indicate in the box at the right the number of the statement below that best describes the      RCON
     most comprehensive level of auditing work performed for the bank by independent external        ----
     auditors as of any date during 1995______________________________________________________       6724         N/A  M.1
                                                                                                              ---------
</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
    accepted auditing standards by certified public accounting firm which
    submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
    accordance with generally accepted auditing standards by a certified public
    accounting firm which submits a report on the consolidated holding company
    (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
    accepted auditing standards by a certified public accounting firm (may be
    required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
    be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work                                      



(1)  Includes total demand deposits and noninterest-bearing time and savings
     deposits.
(2)  Report "term federal funds purchased" in Schedule RC, item 16, `Other
     borrowed money.'
(3)  Report securities sold under agreements to repurchase that involve the
     receipt of immediately available funds and mature in one business day or
     roll over under a continuing contract in Schedule RC, item 14.a, `Federal
     funds purchased.'




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