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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
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SEC FILE
NUMBER
0-22610
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(CHECK ONE): [X] FORM 10K [_] FORM 20-F [_] FORM 11-K CUSIP
[_] FORM 10-Q [_] FORM N-SAR NUMBER
238341 10 1
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For Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 10-K
For the Transition Period Ended: ________________________________
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
Davel Communications, Inc.
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Former Name if Applicable
Davel Communications Group, Inc.
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Address of Principal Executive Office (Street and Number)
10120 Windhorst Road
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City, State and Zip Code
Tampa, Florida 33619
PART II - RULES 12b-25(b) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20F, 11-K or Form N-SAR, or portion thereof, will be
[X] filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
On February 4, 1999, the Federal Communications Commission released its
Third Report and Order in the Matter of Implementation of the Pay
Telephone Reclassification and Compensation Provisions of the
Telecommunications Act of 1996. Among other things, this Third Order
reduced the dial-around compensation rate from $0.284 to $0.24 per call.
During the same time frame, management concluded that its anticipated
first quarter financial results would require certain waivers and
amendments to the Registrant's existing senior credit facility. As a
result of management's devotion of substantial time and attention to an
analysis of the impact on the Registrant's revenues of the FCC's Third
Order and to the preparation and negotiation of the necessary waivers and
amendments to the Senior Credit Facility (as well as to the continuing
integration of Peoples Telephone Company, Inc. following the merger that
occurred December 23, 1998), it has not been able, despite its diligent
efforts, to complete its Annual Report on Form 10-K for the year ended
December 31, 1998 by the due date for such report without unreasonable
effort or expense. The Registrant continues to devote substantial
resources to complete its annual report promptly, and the Registrant
intends to complete and file the Annual Report on Form 10-K no later than
April 15, 1999.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael E. Hayes (813) 628-8000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify reports(s). [X] Yes [_] NO
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [_] Yes [X] NO
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Davel Communications, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 1999 BY: /S/ MICHAEL E. HAYES
------------- CHIEF FINANCIAL OFFICER
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).)
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 202 of
Regulations S-T ((S).232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T ((S).232.13(b) of this
chapter).