UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission File Number: 0-16479
PEOPLES TELEPHONE COMPANY, INC.
(Exact Name of registrant as specified in its charter)
NEW YORK 13-2626435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) I.D. No.)
2300 NORTHWEST 89TH PLACE, MIAMI, FLORIDA 33172
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (305) 593-9667
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
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PART IV
Item 14 of the Form 10-K of Peoples Telephone Company, Inc., (the "Company") for
the year ended December 31, 1995 is amended in its entirety to read as follows.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed with, and as a part of, this Annual
Report on Form 10-K.
1. FINANCIAL STATEMENTS.
For a complete list of the Financial Statements filed with
this Annual Report on Form 10-K, see the Index to Financial
Statements and Schedules on Page 33.
2. FINANCIAL STATEMENT SCHEDULES.
The following Supplementary Schedules are filed with this
Annual Report on Form 10-K:
See Index to Financial Statements and Schedules on Page 33.
3. EXHIBITS.
(i) See Exhibit Index on Page 4-7 of this 10-K/A No. 1.
(b) Reports on Form 8-K.
(1) A Current Report on Form 8-K dated November 13, 1995
relating to Items 2 and 7.
(2) A Current Report on Form 8-K dated November 29, 1995
relating to Item 5.
(3) A Current Report on Form 8-K dated December 15, 1995
relating to Item 4 as amended by the 8-K/A No. 1
thereto.
(4) A Current Report on Form 8-K dated December 31, 1995
relating to Item 5.
2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
PEOPLES TELEPHONE COMPANY, INC.
Date: April 3, 1996 /S/ BONNIE S. BIUMI
--------------------------
BONNIE S. BIUMI
Executive Vice President,
Chief Financial Officer
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EXHIBIT INDEX
I. EXHIBITS
3.1 Amended and Restated Certificate of Incorporation
adopted on November 30, 1987 (incorporated herein by
reference from the Registration Statement on Form 10,
No. 0- 16479, filed with the Securities and Exchange
Commission (the "SEC") (the "Registration
Statement").
3.2 Restated Bylaws adopted on November 30, 1987
(incorporated herein by reference from the
Registration Statement). (File No. 0-16479)
3.3 Amendments to Certificate of Incorporation adopted
on March 8, 1990 and March 15, 1990, respectively
(incorporated herein by reference from the Annual
Report on Form 10-K for the year ended December 31,
1989). (File No. 0-16479).
3.4 Amendment to Certificate of Incorporation adopted
on June 29, 1990 (incorporated herein by reference
from the Annual Report on Form 10-K for the year
ended December 31, 1990). (File No. 0-16479).
3.5 Certificate of Amendment to Certificate of
Incorporation filed on July 18, 1995 authorizing the
Preferred Stock (incorporated herein by reference to
Form 8-K dated July 19, 1995.) (File No. 0-16479)
4.1 Form of Second Amended and Restated Warrant Agreement
dated as of February 17, 1994 between the Company and
Creditanstalt American Corporation (incorporated
herein by reference to the Company's Annual Report on
Form 10-K for the year ended 1994). (File No.
0-16479)
4.2 Exchange Agreement, dated as of May 3, 1995, by and
between the Company and Creditanstalt Corporate
Finance, Inc. (incorporated here by reference to Form
8-K dated July 19, 1995.) (File No. 0-16479)
4.3 Letter Agreement, dated July 3, 1995, between the
Company and Creditanstalt American Corporation with
respect to the Amendment of the Second Amended and
Restated Warrant Agreement dated February 17, 1994
(incorporated herein by reference to Form 8-K dated
July 19, 1995.) (File No. 0-16479)
10.1 Asset Purchase Agreement dated March 1, 1993, and
related financial statements, among the Company,
Silverado Communications Corp., Telink Telephone
Systems, Inc. and other shareholders and Agreement
and Plan of Merger, dated March 1, 1993, between the
Company and Silverado Communications Corp
(incorporated herein by reference from Form 8-K dated
March 30, 1993). (File No. 0-16479)
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10.2 Asset Purchase Agreement dated March 1, 1993, and
related financial statements, among the Company, PTC
Cellular, Inc., Portable Cellular Communications,
Inc. and Nationwide Cellular Service, Inc.
(incorporated herein by reference to Form 8-K dated
July 26, 1993). (File No. 0-16479)
10.3 Asset Purchase Agreement dated July 20, 1993, and
related financial statements, among the Company,
Southwest Pay Telephone Systems, Inc. and Randall D.
Veselka and Stock Purchase Agreement, dated July 20,
1993, between the Company, Southwest Pay Telephone
Systems, Inc. and Randall D. Veselka (incorporated
herein by reference to Form 8-K dated July 21, 1993).
(File No. 0-16479)
10.4 Asset Purchase Agreement dated October 13, 1993
between the Company, Ascom Communications, Inc.
("Ascom") and Ascom Holding, Inc., audited financial
statements of Ascom for the period from January 1,
1992 through October 31, 1993 and audited financial
statements of Ascom for the period from January 1,
1992 through October 31, 1993 as re-filed
(incorporated herein by reference Form to 8-Ks dated
November 8, 1993, January 21, 1994 and January 31,
1994, respectively). (File No. 0-16479)
10.5 Employment Agreement dated January 1, 1994, and
related Stock Option Agreement dated February 16,
1994, between the Company and Jeffrey Hanft
(incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended 1993).
(File No. 0-16479)
10.6 Employment Agreement dated January 1, 1994, and
related Stock Option Agreement dated February 16,
1994, between the Company and Robert D. Rubin
(incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended 1993).
(File No. 0-16479)
10.7 Employment Agreement dated January 1, 1994, and
related Stock Option Agreement dated February 16,
1994, between the Company and Richard F. Militello
(incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended 1993).
(File No. 0-16479)
10.8 Employment Agreement dated June 22, 1994 and related
Stock Option Agreement dated July 11, 1994 between
the Company and Lawrence T. Ellman.
10.9 Purchase Agreement dated June 23, 1994 among the
Company and Atlantic Teleco, Inc., Bender Telephone
Inc., Stanley S. Bender and Howard M. Bender and
Jerome D. Scheer and Purchase Agreement dated June
23, 1994 among the Company and BTE Associates L.P.,
Bender Telephone, Inc. and B&B Associates, audited
financial statements of Atlantic Teleco Joint Venture
from January 1, 1992 through December 31, 1993 and
combined pro forma financial statements (incorporated
herein by reference to Form 8-Ks dated June 23, 1994,
September 7, 1994 and July 26, 1995, respectively).
(File No. 0-16479)
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10.10 Employment Agreement dated July 11, 1994 and related
Stock Option Agreement dated July 11, 1994, between
the Company and Bonnie S. Biumi. (incorporated herein
by reference to the Company's Annual Report on Form
10-K for the year ended 1994). (File No. 0-16479)
10.11 Employment Agreement dated January 1, 1995 between
the Company and Bruce W. Renard (incorporated herein
by reference to the Company's Annual Report on Form
10-K for the year ended 1994). (File No. 0-16479)
10.12 Asset Purchase Agreement dated February 14, 1995
between the Company and Global Link Teleco
Corporation and pro forma financial information for
the periods from January 1, 1993 through December 31,
1993 and the nine months ending September 30, 1994
(incorporated herein by reference to Form 8-Ks dated
February 15, 1995 and June 16, 1995). (File No.
0-16479)
10.13 AT&T Commission Agreement dated April 20, 1995 by
and between AT&T Communications, Inc. and the Company
(incorporated herein by reference to Amendment No. 2
to Form S-3 Registration No. 33-58657).
10.14 Security Purchase Agreement between UBS Capital
Corporation; Appian Capital Partners, L.L.C. and the
Company dated July 3, 1995 (incorporated herein by
reference to Form 8-K dated July 19, 1995). (File No.
0-16479)
10.15 Indenture, dated as of July 15, 1995, between the
Company and First Union National Bank of North
Carolina (incorporated herein by reference to Form
8-K dated July 19, 1995). (File No. 0-16479)
10.16 Letter Agreement, dated July 18, 1995, among the
Company, UBS Capital Corporation, UBS Partners, Inc.
and Appian Capital Partners, L.L.C., amending the
Securities Purchase Agreement, dated as of July 3,
1995 among the Company, UBS Capital Corporation and
Appian Capital Partners, L.L.C. (incorporated herein
by reference to Form 8-K dated July 19, 1995). (File
No. 0-16479)
10.17 Form of Stock Purchase Warrant issued on July 19,
1995 to Appian Capital Partners, L.L.C. (incorporated
herein by reference to Form 8-K dated July 19, 1995).
(File No. 0-16479)
10.18 Form of Contingent Stock Purchase Warrant issued
on July 19, 1995 to UBS Partners, Inc. (incorporated
herein by reference to Form 8-K dated July 19, 1995).
(File No. 0- 16479)
10.19 Registration Rights Agreement dated as of July 19,
1995 between the Company and UBS Partners, Inc.
(incorporated herein by reference to Form 8-K dated
July 19, 1995). (File No. 0-16479)
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10.20 Fourth Amended and Restated Loan and Security
Agreement dated July 19, 1995 by and among the
Company, the lenders named therein and
Creditanstalt-Bankverein (incorporated herein by
reference to Form 8-K dated July 19, 1995). (File No.
0- 16479)
10.21 Asset Purchase Agreement dated as of November 1,
1995 between the Company, PTC Cellular, Inc. and
Shared Technologies Cellular, Inc. (incorporated
herein by reference to Form 8-K dated November 13,
1995). (File No. 0-16479)
10.22 Waiver and First Amendment dated November 29, 1995
between the Company and Credistanstalt-Bankverein
with regard to the Fourth Amended and Restated Loan
and Security Agreement.
10.23 Stock Incentive Plan of the Company (incorporated
herein by reference to pages A-1 through A-7 of the
Company's 1994 Proxy Statement).
21 List of Subsidiaries
23.1 Consent of Ernst & Young LLP
*23.2 Consent of Price Waterhouse LLP
27 Financial Data Schedule (for SEC use only)
- --------------
* Filed as part of this Annual Report on Form 10-K/A No. 1.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders'
of Peoples Telephone Company, Inc.
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (no. 33-58607) of
Peoples Telephone Company, Inc. of our report dated March 28, 1995, except as to
the second paragraph of Note 18 (except for the statement related to Mr. Hanft's
resignation), and the matters discussed in the second and third paragraphs of
that report, which are as of May 31, 1995, on our audit of the financial
statements as of December 31, 1994 and for the years ended December 31, 1994 and
1993, appearing on Pages 35 and 36 of this Annual Report on Form 10-K for the
year ended December 31, 1995.
We also consent to the incorporation by reference in the Registration Statement
on Form S-8 (no. 33-58603) of Peoples Telephone Company, Inc. of our report
dated March 28, 1995, except as to the second paragraph of Note 18 (except for
the statement related to Mr. Hanft's resignation) , and the matters discussed in
the second and third paragraphs of that report, which are as of May 31, 1995, on
our audit of the financial statements as of December 31, 1994 and for the years
ended December 31, 1994 and 1993, appearing on Pages 35 and 36 of this Annual
Report on Form 10-K for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
Miami, Florida
March 29, 1996
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