DAVEL COMMUNICATIONS INC
8-K, 2000-03-01
COMMUNICATIONS SERVICES, NEC
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): February 28, 2000

                          DAVEL COMMUNICATIONS, INC.
            (Exact name of registrant as specified in its charter)

                        Commission File Number: 0-22610


              DELAWARE                                      59-3538257
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                       Identification No.)

                             10120 Windhorst Road
                                Tampa, FL 33619

              (Address of principal executive offices) (zip code)


      Registrant's telephone number, including area code: (813) 628-8000


                                     (N/A)
                              ---------------------
                (Former address, if changed since last report)
<PAGE>

ITEM 5.  OTHER EVENTS.

     On February 28, 2000, Davel Communications, Inc. issued a press release
announcing the appointment of Raymond A. Gross as Chief Executive Officer as
well as the appointment of new officers. A copy of the February 28, 2000 press
release is attached hereto as Exhibit 99.1.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)     Exhibits.

     Exhibit 99.1: Press Release issued by Davel Communications, Inc. (the
"Company") on February 28, 2000 announcing the appointment of Raymond A. Gross
as Chief Executive Officer as well as the appointment of new officers.

                                       2
<PAGE>

                                   SIGNATURE


     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.


                                     DAVEL COMMUNICATIONS, INC.



                                     /s/ William K. Breaden
                                     ------------------------------------------
                                     Senior Vice President, Treasurer and Chief
                                     Financial Officer


Date: February 28, 2000

                                       3
<PAGE>

                                 EXHIBIT INDEX



 EXHIBIT                          DESCRIPTION OF EXHIBITS
   NO.                            -----------------------
  ----
  99.1    Press Release issued by Davel Communications, Inc. (the "Company") on
          February 28, 2000 announcing the appointment of Raymond A. Gross as
          Chief Executive Officer as well as the appointment of new officers.

                                       4

<PAGE>

                                                                    EXHIBIT 99.1

                    [Davel Communications, Inc. Letterhead]

Monday, February 28, 2000, 12:09 pm Eastern Time
Company Press Release
SOURCE: Davel Communications, Inc.
  Davel Communications, Inc. Appoints Raymond A. Gross Chief Executive Officer

TAMPA, Fla., Feb. 28 /PRNewswire/ -- Davel Communications, Inc. (Nasdaq: DAVL -
news), the nation's largest independent provider of payphone services, today
announced that its Board of Directors has appointed Raymond A. Gross to the
position of Chief Executive Officer. Mr. Gross succeeds Robert D. Hill, who
resigned in November 1999.

Mr. Gross, age 50, was formerly Chief Operating Officer of BHI Holdings, now
Carlisle Holdings LTD and President of Carlisle's U.S. subsidiary, One Source.
OneSource is a leader in outsourced facility services. As President of
OneSource, an operation with $850 million in revenue and 40,000 employees, Mr.
Gross was responsible for reorganizing the company's operating structure, and
developing a merger and acquisition program, resulting in significant revenue
and earnings growth.

Prior to 1998, Mr. Gross was Senior Vice President of ADT Security Services
responsible for rebuilding the residential business unit and corporate marketing
as well as negotiating strategic business alliances. Under his direction, ADT
developed the largest distribution network of residential security systems in
the United States.

From 1993 to 1996, Mr. Gross was President and CEO of Alert Centre, Inc., a
publicly traded alarm company. While at Alert Centre, he orchestrated a
successful financial turnaround that led Alert Centre from bankruptcy in 1993 to
a position as Colorado's number one company in 1995. Prior to 1993, Mr. Gross
held various executive positions in the telecommunications and computer services
industries.

Commenting on the appointment, Sam Zell, Chairman of the Board of Directors
said, "We are very pleased that Mr. Gross has joined the Davel management team.
His extensive operating background, and demonstrated track record of
strategically repositioning large organizations make him an ideal choice to lead
our Company. Davel is committed to becoming a leader in "out of home"
communications by leveraging its field network, low-cost operating structure,
and pursuing innovative growth strategies. We look forward to benefiting from
Ray's wealth of experience in implementing similar strategies helping other
organizations to gain leadership positions."

The Company also announced today that Michael E. Hayes, the Company's Chief
Financial Officer from 1993 to 1999 and Davel's recently appointed Chief
Operating Officer, will assume the additional position of President. William K.
Breaden, the Company's recently appointed Senior Vice President and Chief
Financial Officer will also assume the title of Treasurer and Bruce W. Renard,
the Company's Senior Vice President of Regulatory Affairs and General Counsel
since 1999 will assume the additional title of Secretary.

Davel Communications, Inc. operates a system of payphones in 43 states and the
District of Columbia and provides value-added services to its customers
throughout the United States.

Forward-Looking Statements

Certain of the statements contained herein may be, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, forward-looking statements (rather than historical
facts) that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Davel Communications, Inc. to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Information on significant
potential risks and uncertainties are set forth more fully in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 and 1999
Proxy Statement and the Quarterly Reports on Form 10-Q for the first three
quarters of 1999.

To receive further information about Davel Communications, Inc., via fax at no
charge, dial 1-800-PRO-INFO and enter code DAVL.


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