SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: October 23, 1996
PEOPLES TELEPHONE COMPANY, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 0-16479 13-2626435
(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) I.D. No.)
2300 N.W. 89th Place, Miami, Florida 33172
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (305) 593-9667
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Item 5. Other Events
The Company on October 23, 1996 announced that its common stock will be
quoted on the Nasdaq SmallCap Market rather than the Nasdaq National Market,
effective immediately. The Company has been deemed by Nasdaq not to have met the
minimum net tangible asset requirement of the National Market since the quarter
ending March 31, 1996. The Company has, however, been granted a temporary
exception to the SmallCap Market capital and surplus requirement, subject to the
removal of the mandatory redemption provision of its $15 million Cumulative
Convertible Preferred Stock. The removal of this provision will enable the
Cumulative Convertible Preferred Stock to be treated as equity from an
accounting standpoint. The Company is also required to submit certain stock
options (granted during 1991 through 1995) for shareholder approval at its next
annual shareholders meeting. While there can be no assurance that the Company
will be able to satisfy these conditions, the Company believes that the
conditions can be met. Toward this end, the Company is currently in negotiations
with the holder of its Cumulative Convertible Preferred Stock in connection with
the removal of the mandatory redemption provision. For the duration of the
temporary exception, the Company's Nasdaq symbol will be PTELC.
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SIGNATURES
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. PEOPLES TELEPHONE COMPANY, INC.
Date: October 24, 1996 /s/ Bonnie S. Biumi
Bonnie S. Biumi
Chief Financial Officer
