PEOPLES TELEPHONE COMPANY INC
10-K/A, 1997-04-11
COMMUNICATIONS SERVICES, NEC
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                                  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, 1996 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 Identification No.)
         incorporation or organization)

                 2300 NORTHWEST 89TH PLACE, MIAMI, FLORIDA 33172
               (Address of principal executive offices) (Zip Code)
 
                  Registrant's telephone number: (305) 593-9667

         
<PAGE>
<TABLE>
<CAPTION>

     Item 10 of the Annual  Report on Form 10-K for the year ended  December 31,
1996 of Peoples  Telephone  Company,  Inc. (the  "Company") is hereby amended to
read in its entirety as follows:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  sets  forth  the  name,  age  and  position  of each of the
directors and executive officers of the Company:

    Name                        Age                Position
- --------------------            ---        -----------------------------------
<S>                            <C>         <C>                                 
E. Craig Sanders                 52        President, Chief Executive Officer,
                                           Director

Bonnie S. Biumi                  34        Chief Financial Officer,
                                           Executive Vice President

Lawrence T. Ellman               44        Executive Vice President/
                                           President-National Accounts

Bruce W. Renard                  43        General Counsel and Executive Vice
                                           President-Legal and Regulatory
                                           Affairs/Carrier Relations

Neil N. Snyder, III              50        Chief Operating Officer,
                                           Executive Vice President

David A. Arvizu                  48        Senior Vice President-Sales and
                                           Marketing

C. Keith Pressley                53        President-Inmate Telecommunications
                                           Division

Charles J. Delaney (1)(2)        37        Director

Jody Frank (1)                   45        Director
 
Robert E. Lund (2)               52        Director

Justin S. Maccarone (1)(2)       38        Director
</TABLE>

 (1) Member of the Compensation Committee
 (2) Member of the Audit Committee
 
     The principal  occupation  of each  director and  executive  officer for at
least the last five years is set forth below:

     E. Craig Sanders has served as  President,  Chief  Executive  Officer and a
director of the Company  since May 1996.  From 1995 to 1996,  Mr.  Sanders was a
partner  of  PSN  Ventures,   L.L.C.,  a  company  which  identifies  investment
opportunities in the telecommunications industry. From 1994 to 1995, Mr. Sanders
served as Chairman and Chief Executive Officer of Matrix Telecom, Inc., a

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<PAGE>

privately  held long distance  company.  From 1982 to 1994, Mr. Sanders was an
employee of Sprint Corporation, and held the office of Senior Vice President for
Product Management from 1991 until 1994.

     Bonnie S. Biumi joined the Company in July 1994.  Since that time she has
served as Chief  Financial  Officer and, since February 1996, has also served as
an  Executive  Vice  President.  Prior to joining the  Company,  Ms. Biumi was a
Senior  Manager  with Price  Waterhouse  LLP in Miami,  Florida.  Ms. Biumi is a
certified public accountant.

     Lawrence T. Ellman  joined the Company in June 1994 as President of its Pay
Telephone  Division  and held that  office  until  February  1996 when he became
Executive  Vice  President  -- Sales.  Since  September  1996,  he has served as
Executive Vice  President/President-National  Accounts.  From 1990 until joining
the Company,  Mr.  Ellman was  President  of Atlantic  Telco Joint  Venture,  an
independent  public telephone operator acquired by the Company in June 1994. For
approximately  eight years prior  thereto,  he was Executive  Vice President and
Chief Financial  Officer of American Potomac  Distributing  Company,  a beverage
distributor.

     Bruce W. Renard  joined the Company as General  Counsel and Vice President
- -- Regulatory  Affairs in January 1992 and,  since  February 1996, has served as
General   Counsel  and   Executive   Vice   President   --  Legal  &  Regulatory
Affairs/Carrier  Relations.  From  September 1, 1991 to December  31, 1991,  Mr.
Renard was a sole practitioner  specializing in legal and regulatory  consulting
services to the telecommunications  and utility industries.  From August 1984 to
September  1991,  Mr.  Renard was a partner with the Florida law firm of Messer,
Vickers,    Caparello,   French   and   Madsen,   managing   the   utility   and
telecommunications  law  sections of the firm.  Prior to that time,  Mr.  Renard
served as Associate General Counsel for the Florida Public Service Commission.

     Neil N. Snyder III joined the Company in September  1996 as Executive  Vice
President and Chief Operating Officer.  Prior to joining the Company, Mr. Snyder
served as a career  officer  in the U.S.  Army  rising to the rank of  Brigadier
General.

     David A. Arvizu  joined the Company in March 1997 as Senior Vice President
of Sales and  Marketing  for local and regional  markets.  From 1994 to 1997 Mr.
Arvizu  served as Vice  President-Western  Region  of  Western  Union  Financial
Services,  Inc..  From 1991 to 1994, he was president of a sales,  marketing and
consulting service for a co-op of independant Pepsi-Cola  franchisees.  Prior to
1991, Mr. Arvizu spent twenty years in sales and brand management positions with
PepsiCo Inc. and General Foods Corp.

     C. Keith Pressley  joined the Company in February 1994 as Vice President of
Management   Information   Systems.   He   became   President   of  the   Inmate
Telecommunications  Division in June 1996. Prior to joining the Company,  he was
Director of  Information  Systems for Smith  International,  Inc.,  an oil field
services company, since 1991.

     Charles J.  Delaney  has served as a director  of the  Company  since July
1995. Mr. Delaney has been President of UBS Capital Corporation,  a wholly-owned
subsidiary of Union Bank of Switzerland,  and an affiliate of UBS Partners ("UBS
Capital"),  since January 1993 and Managing  Director in charge of the Leveraged
Finance Group of the  Corporate  Banking  Division of Union Bank of  Switzerland
since May 1989. Mr. Delaney is also a director of Specialty  Foods  Corporation,
SDW Holding Corporation, Van deKamps Inc. and Cinnabon International, Inc.

     Jody Frank  has served as a director  of the  Company and its  predecessor
since  September  1986.  Since  February  1990, he has been a vice  president of
Shearson  Lehman and,  after Smith  Barney Inc.  acquired the assets of Shearson
Lehman in 1994, of Smith Barney Inc.

     Robert E. Lund was elected as a director of the Company in May 1994. He has
served as Chief Executive  Officer of Intrepid Tech Inc., a technology  services
company,  since December 1996. Mr. Lund served as Chief Executive Officer of the
Company from  November  1995 until May 1996 and as President  from February 1996
until May 1996.  From December 1994 through  December  1995,  Mr. Lund served as
President and Chief Executive Officer of S2 Software,  Inc., a software company.
From February 1993 until October 1994 (when Newtrend,  L.P. was sold),  Mr. Lund
served as Chief Operating Officer of Newtrend,  L.P., a provider of software and
professional  services.  From  1990 to 1992,  Mr.  Lund was  Chairman  and Chief
Executive  Officer  of  International  Telecharge,  Inc.,  a  telecommunications
company.

     Justin S.  Maccarone  has served as a director of the  Company  since June
1996. Mr. Maccarone has been a Managing Director of UBS Capital,  LLC since 1993
and, from 1989 to 1993, was a Senior Vice President of GE Capital

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<PAGE>
Corporation.  Mr. Maccarone is also a director of American Sports Product Group,
Inc.,  Astor   Corporation,   Communication   Supply  Corporation  and  Cinnabon
International, Inc.

Ownership and Transactions Reports

     Under  Section 16 of the  Securities  Exchange Act of 1934,  the  Company's
directors,  certain of its officers,  and beneficial  owners of more than 10% of
the  outstanding  Common Stock are required to file reports with the  Securities
and Exchange  Commission  concerning  their ownership of and transactions in the
Company's  equity  securities;  such  persons  are also  required to furnish the
Company with copies of such  reports.  Based solely upon the reports and related
information  furnished to the Company, the Company believes that all such filing
requirements  were  complied  with in a timely manner during and with respect to
1996 except that for Mr. Snyder one report  regarding one  transaction was filed
late.

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<PAGE>
                                   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 10, 1997                   /s/ Bonnie S. Biumi 
                                      BONNIE S. BIUMI
                                      Chief Financial Officer













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