<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 )*
PEOPLES TELEPHONE COMPANY, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
712574 10 2 (FOR COMMON STOCK ISSUED UPON CONVERSION)
(CUSIP Number)
JUSTIN S. MACCARONE
PRESIDENT
UBS CAPITAL II LLC
299 PARK AVENUE
NEW YORK, NEW YORK 10171
(212) 821-6390
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
NANCY E. FUCHS, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
JULY 5, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See (S) 13d-7(b) for other
parties to whom copies are to be sent.
Page 1 of 30 pages.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 30 pages.
<PAGE>
SCHEDULE 13D
CUSIP NO. 712574 10 2 (FOR PAGE 3 OF 30 PAGES
COMMON STOCK ISSUED UPON
CONVERSION)
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UBS Capital II LLC 13-3699851
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)[_]
(b)[_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY UBS Capital II LLC owns 150,000 shares of Series C Cumulative
OWNED BY Convertible Preferred Stock (convertible into 2,857,143
EACH shares of Common Stock).
REPORTING
PERSON
WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
UBS Capital II LLC owns 150,000 shares of Series C Cumulative
Convertible Preferred Stock (convertible into 2,857,143
shares of Common Stock).
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
UBS Capital II LLC owns 150,000 shares of Series C Cumulative Convertible
Preferred Stock (convertible into 2,857,143 shares of Common Stock) and
beneficially owns options to purchase 70,000 shares of Common Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
UBS Capital II LLC owns 100% of Series C Cumulative Convertible Preferred
Stock (convertible into 15.0% of Common Stock of Issuer as of June 29,
1998) and beneficially owns options to purchase 70,000 shares of Common
Stock representing an aggregate 15.4% of the Common Stock of the Issuer
as of June 29, 1998.
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
Page 3 of 30 pages.
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SCHEDULE 13D
CUSIP NO. 712574 10 2 (FOR PAGE 4 OF 30 PAGES
COMMON STOCK ISSUED UPON
CONVERSION)
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UBS Capital Holdings LLC 13-3952898
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)[_]
(b)[_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH -0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
UBS Capital II LLC owns 150,000 shares of Series C Cumulative Convertible
Preferred Stock (convertible into 2,857,143 shares of Common Stock ) and
beneficially owns options to purchase 70,000 shares of Common Stock; UBS
Capital Holding LLC, by virtue of the fact that it owns 100% of UBS
Capital II LLC, beneficially owns all such shares.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
UBS Capital II LLC owns 100% of Series C Cumulative Convertible Preferred
Stock (convertible into 15.0% of Common Stock of Issuer as of June 29,
1998) and beneficially owns options to purchase 70,000 shares of Common
Stock representing an aggregate 15.4% of the Common Stock of the Issuer
as of June 29, 1998; UBS Capital Holdings LLC beneficially owns all such
stock owned by UBS Capital II LLC.
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
Page 4 of 30 pages.
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SCHEDULE 13D
CUSIP NO. 712574 10 2 (FOR PAGE 5 OF 30 PAGES
COMMON STOCK ISSUED UPON
CONVERSION)
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UBS AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)[_]
(b)[_]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY UBS AG holds 3,750 shares of Common Stock for its customers,
OWNED BY of which it has voting power for 2,750 shares.
EACH
REPORTING
PERSON 8 SHARED VOTING POWER
WITH
-0-
9 SOLE DISPOSITIVE POWER
UBS AG holds 3,750 shares of Common Stock for its customers,
of which it has dispositive power for 750 shares.
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
UBS Capital II LLC owns 150,000 shares of Series C Cumulative Convertible
Preferred Stock (convertible into 2,857,143 shares of Common Stock ) and
beneficially owns options to purchase 70,000 shares of Common Stock; UBS
Capital Holding LLC, by virtue of the fact that it owns 100% of UBS
Capital II LLC, beneficially owns all such shares. UBS AG, by virtue of
the fact that it owns 100% of UBS Capital Holding LLC, beneficially owns
all such shares, and in addition UBS AG holds 3,750 shares of Common
Stock for its customers, of which it has both voting and dispositive
power for 750 shares and only voting power for 2000 shares.
Page 5 of 30 pages.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
UBS Capital II LLC owns 100% of Series C Cumulative Convertible Preferred
Stock (convertible into 15.0% of Common Stock of Issuer as of June 29,
1998) and beneficially owns options to purchase 70,000 shares of Common
Stock; UBS Capital Holdings LLC beneficially owns all such stock owned by
UBS Capital II LLC; UBS AG beneficially owns all such stock owned by UBS
Capital Holdings LLC plus beneficially owns an additional 2,700 shares of
Common Stock of the Issuer representing an aggregate 15.4% of the Common
Stock of the Issuer as of June 29, 1998.
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Page 6 of 30 pages.
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This Amendment No. 1 amends and restates in its entirety the Statement on
Schedule 13D ("Schedule 13D") initially filed on July 28, 1995 with the
Securities and Exchange Commission, by UBS Partners, Inc.
ITEM 1. SECURITY AND ISSUER
-------------------
This Statement relates to shares of Common Stock ("Common Stock") of
Peoples Telephone Company, Inc., a New York corporation. Most of the Common
Stock that this Statement relates is pursuant to the beneficial ownership by UBS
of shares of Series C Cumulative Convertible Preferred Stock, par value $.01 per
share (the "Preferred Stock") which are convertible into shares of Common Stock
of the Company, and certain related contingent warrants to purchase common stock
(the "Contingent Warrants")
The address of the Company's principal executive office is: 2300 N.W.
89th Place, Miami, Florida 33172.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
(a) This Statement constitutes the filing on Schedule 13D by UBS
Capital II LLC, a Delaware limited liability company (formerly UBS Partners,
Inc.) ("UBS"), with respect to the Securities Purchase Agreement (the "Purchase
Agreement", a copy of which is incorporated by reference to Exhibit I to
Schedule 13D filed on July 28, 1995 by UBS Partners, Inc. relating to securities
issued by Peoples Telephone Company, Inc.) dated as of July 3, 1995 among the
Company, UBS Capital Corporation, a New York corporation and affiliate of UBS
("UBS Capital"), and Appian Capital Partners, L.L.C., a Delaware limited
liability company ("Appian"), pursuant to which, subject to certain terms and
conditions, the Company agreed to issue and sell to UBS Capital or its designee,
and UBS Capital agreed to purchase, or cause a designee to purchase, 150,000
shares of Preferred Stock and the Contingent Warrants. Pursuant to a letter
agreement (the "Assignment", a copy of which is incorporated by reference to
Exhibit II to Schedule 13D filed on July 28, 1995 by UBS Partners, Inc. relating
to securities issued by Peoples Telephone Company, Inc.) dated as of July 18,
1995 among the Company, UBS, UBS Capital and Appian, UBS Capital assigned to UBS
all of its rights under the Purchase Agreement (pursuant to Section 9.3
thereof), including, without limitation, the right to purchase the Preferred
Stock and Contingent Warrants upon the closing of the transactions contemplated
by the Purchase Agreement on the terms specified therein, and UBS Capital
delegated to UBS and UBS agreed to assume all of UBS Capital's obligations under
the Purchase Agreement, subject to the terms and conditions set forth therein.
On July 19, 1995, UBS purchased 150,000 shares of Preferred Stock and the
Contingent Warrants pursuant to the Purchase Agreement and the Assignment.
This Statement also relates to a Corporate Governance, Liquidity and
Voting Agreement (the "Voting Agreement"), dated as of July 5, 1998, by and
among UBS, Davel Communications Group, Inc. ("Davel"), Davel Holdings, Inc.
("Davel Holdings"), and the
Page 7 of 30 pages.
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Company. Pursuant to such Voting Agreement and in connection with an Agreement
and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of July
5, 1998, between Davel Holdings, Davel and the Company, the parties to the
Voting Agreement agreed that not later than immediately prior to the effective
time of the merger contemplated by the Merger Agreement, UBS will convert all of
its 150,000 shares of Preferred Stock into 2,857,143 shares of Common Stock. In
the merger, such shares would be converted into shares of common stock of the
surviving entity. In addition, UBS will be entitled to receive additional shares
of common stock of the surviving entity in respect of accrued and unpaid
dividends on the Preferred Stock and the agreed-upon future fair value of the
Preferred Stock should they have remained outstanding after the effective time
of the merger. UBS has also been granted registration rights with respect to
the shares of common stock it will receive in the surviving entity. In addition,
UBS agrees to vote all of the Preferred Stock in favor of the approval of the
merger contemplated by the Merger Agreement and any actions required in
furtherance thereof. A copy of the Voting Agreement is incorporated by reference
to Exhibit 10.1 to Form 8-K filed on July 15, 1998 by Peoples Telephone Company,
Inc.
This Statement also relates to a 1993 Non-Employee Director Stock
Option Plan of the Company (the "Option Plan") (a copy of which is incorporated
by reference to pages A-1 through A-4 of the 1993 Proxy Statement of Peoples
Telephone Company Inc.). Pursuant thereto, each non-employee director of the
Company receives an option to purchase 10,000 shares of Common Stock annually
(the "Options"). Directors of the Company that were appointed by UBS have an
option to purchase an aggregate of 70,000 shares of Common Stock. Annually, each
such director, upon receipt of such Options, has executed an agreement to
transfer to UBS the economic interest in the Options granted to him. Each such
director further agreed to hold the options for the benefit of UBS and to
exercise the rights under the Options only for the benefit of and at the request
of UBS. (A copy of such agreements are attached hereto as Exhibits 5 through
11).
A list of the members, directors and executive officers of UBS appears
on Appendix 1.
UBS is a wholly-owned subsidiary of Holdings, a Delaware limited
liability company ("Holdings"). Holdings is a wholly-owned subsidiary of UBS
AG, a Swiss banking corporation ("UBS AG"). UBS AG is principally engaged in
the general banking business and Holdings is a holding company. A list of the
members, directors and executive officers of Holdings and UBS AG appears on
Appendix 1.
(b) The address of the principal business office of UBS, Holdings and
UBS AG are as follows:
Reporting Person Address
---------------- -------
UBS Capital II LLC 299 Park Avenue
Page 8 of 30 pages.
<PAGE>
New York, New York 10171
UBS Capital Holdings LLC 299 Park Avenue
New York, New York 10171
UBS AG Bahnhofstrasse 45
8021 Zurich
The address of each of the directors and executive officers of each of
UBS, Holdings and UBS AG are set forth on Appendix 1.
(c) The present principal occupation or employment of each of the
members, directors and executive officers of each of UBS, Holdings and UBS AG
are set forth on Appendix 1.
(d) During the past five years, neither UBS, Holdings nor UBS AG nor,
to the knowledge of UBS, Holdings or UBS AG, any of the members, executive
officers or directors of UBS, Holdings or UBS AG, has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the past five years, neither UBS, Holdings nor UBS AG nor,
to the knowledge of UBS, Holdings or UBS AG, any of the members, executive
officers or directors of UBS, Holdings or UBS AG, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal and state securities laws or finding any violation with
respect to such laws.
(f) Each of UBS and Holdings is a Delaware limited liability company.
To the knowledge of UBS, Holdings and UBS AG, each member, executive officer and
director of UBS and Holdings is a citizen of the United States. UBS AG is a
corporation formed under the laws of Switzerland. To the knowledge of UBS,
Holdings and UBS AG, none of the executive officers and directors of UBS AG,
except Gary Brinson, a member of the group executive board of UBS AG, are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
--------------------------
Pursuant to the Purchase Agreement and the Assignment, on July 19,
1995 UBS paid to the Company $15,000,000 as sole consideration for the purchase
of the 150,000 shares of Preferred Stock and the Contingent Warrants. UBS
obtained funds for such purpose from UBS Finance (Delaware) Inc., a subsidiary
of UBS Inc. The shares of Common Stock held by UBS AG were acquired on behalf
of its customers and are not owned by UBS AG.
Page 9 of 30 pages.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
----------------------
UBS purchased 150,000 shares of Preferred Stock and the Contingent
Warrants for investment purposes and beneficially owns options to purchase
70,000 shares of Common Stock. UBS AG holds 3,750 shares of Common Stock of the
Company on behalf of its customers.
(a) UBS has no current plans to acquire additional securities of the
Company but possesses preemptive rights to acquire additional securities, as
well as registration rights. See Exhibit I incorporated by reference to Schedule
13D filed on July 28, 1995 relating to securities issued by Peoples Telephone
Company, Inc.
In connection with the Option Plan, each director of the Company
annually receives an option to purchase 10,000 Shares of Common Stock. Any such
director that is an employee of UBS will transfer such interest to UBS.
(b) The Company has entered into a Merger Agreement and pursuant
thereto, a newly formed subsidiary of Davel or Davel Holdings will be merged
with and into the Company, with the Company surviving as a wholly owned
subsidiary of Davel or Davel Holdings. Pursuant to the Voting Agreement, UBS
has agreed to vote for the approval of such merger. See Exhibit 10.1 to Form 8-
K filed on July 15, 1998 by Peoples Telephone Company, Inc.
(c) Not applicable.
(d) UBS has the ability to elect up to two of the six directors of the
Company's Board of Directors.
(e) Not applicable.
(f) See Item 4(b).
(g) Pursuant to the Purchase Agreement, UBS has agreed, subject to
certain conditions, to a limitation on the amount of additional Company voting
securities it may acquire.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
Page 10 of 30 pages.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
--------------------------------
(a) UBS is the beneficial owner of 150,000 shares of Preferred Stock,
which is convertible into an aggregate of 2,857,143 shares of the Company's
Common Stock, or approximately 15.0% of the issued and outstanding shares of
Common Stock of the Company as of June 29, 1998. The Contingent Warrants are
not exercisable and will become exercisable if and only if, and then only to the
extent that, shares of Preferred Stock are redeemed at the option of the
Company. If and to the extent that the Preferred Stock is so redeemed, the
Contingent Warrants become exercisable to purchase the number of shares of the
Company's Common Stock into which such redeemed shares of Preferred Stock were
convertible immediately prior to such redemption. UBS is also the beneficial
owner of options to purchase 70,000 shares of Common Stock of the Company. By
virtue of the fact that Holdings owns 100% of UBS, Holdings is the beneficial
owner of all such stock. By virtue of the fact that UBS AG owns 100% of
Holdings, UBS AG is the beneficial owner of all such stock. In addition, UBS AG
holds 3,750 shares of Common Stock of the Company, of which 2,750 is
beneficially owned by UBS AG by virtue of the fact that UBS AG has voting or
dispositive power over such Common Stock.
UBS and Holdings disclaim beneficial ownership of any equity
securities of the Company other than indirect beneficial ownership of such
150,000 shares of Preferred Stock, the Contingent Warrants and the Options
through UBS. UBS AG disclaims beneficial ownership of any equity securities of
the Company other than (i) indirect beneficial ownership of such 150,000 shares
of Preferred Stock, the Contingent Warrants and the Options through UBS and (ii)
indirect beneficial ownership of 2,750 shares of Common Stock of the Company
held on behalf of its customers of which UBS has either voting or dispositive
power.
(b) UBS has the sole power to vote the 150,000 shares of Preferred
Stock under the circumstances described in the Certificate of Amendment (a form
of which is attached to the Purchase Agreement as Exhibit A thereto). The
Contingent Warrants are not accorded any voting rights. UBS AG has indirect
beneficial ownership of 2,750 shares of Common Stock of the Company held on
behalf of its customers (2,000 shares of which UBS AG has direct voting power
and 750 of which UBS AG has both voting and dispositive power). UBS has the
power to exercise the Options.
(c) None.
(d) Not Applicable.
(e) Not Applicable.
Page 11 of 30 pages.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
To the knowledge of UBS, Holdings and UBS AG, on the date hereof,
except as set forth herein or in the Exhibits filed herewith or incorporated by
reference, neither UBS, Holdings nor UBS AG nor any of the members, directors or
executive officers of UBS, Holdings or UBS AG has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Company, including, but not limited to,
transfer or voting of any securities of the Company, finder's fee, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
division of profits or losses or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
---------------------------------
Exhibit 1 Information relating to the members of the Board of Managers,
Directors, and Executive Officers of UBS Capital II LLC, UBS
Capital Holdings LLC and UBS AG.
Exhibit 2 Securities Purchase Agreement dated as of July 3, 1995 among
Peoples Telephone Company, Inc., UBS Capital Corporation and
Appian Capital Partners, L.L.C., including Schedules and
Exhibits thereto. (incorporated by reference to Exhibit I filed
with the Schedule 13D filed on July 28, 1995)
Exhibit 3 Letter agreement dated as of July 18, 1995, among Peoples
Telephone Company, Inc., UBS Partners, Inc., UBS Capital
Corporation and Appian Capital Partners, L.L.C. (incorporated
by reference to Exhibit II filed with the Schedule 13D filed on
July 28, 1995)
Exhibit 4 Corporate Governance, Liquidity and Voting Agreement dated July
5, 1998 by and among UBS Capital II LLC, Davel Communications
Group, Inc., Davel Holdings, Inc. and Peoples Telephone
Company, Inc. (incorporated by reference to Exhibit 10.1 filed
with Form 8-K of Peoples Telephone Company, Inc. filed on July
15, 1998)
Exhibit 5 Agreement dated August 25, 1995, by and among UBS Partners Inc.
and Charles J. Delaney.
Exhibit 6 Agreement dated August 27, 1996, by and among UBS Partners Inc.
and Charles J. Delaney.
Page 12 of 30 pages.
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Exhibit 7 Agreement dated August 27, 1996, by and among UBS Partners Inc.
and Justin Maccarone.
Exhibit 8 Agreement dated July 14, 1997, by and among UBS Partners LLC
and Charles J. Delaney.
Exhibit 9 Agreement dated July 14, 1997, by and among UBS Partners LLC
and Justin Maccarone.
Exhibit 10 Agreement dated June 16, 1998, by and among UBS Capital II LLC
and Charles J. Delaney.
Exhibit 11 Agreement dated June 16, 1998, by and among UBS Capital II LLC
and Justin Maccarone.
Exhibit 12 Joint Filing Agreement dated July 16, 1998, by and among UBS
Capital II LLC, UBS Capital Holdings LLC and UBS AG.
Exhibit 13 Power of Attorney by UBS AG dated May 26, 1998, authorizing
Robert C. Dinerstein, Louis Eber, Janet Zimmer, Robert Mills,
Stephen Anikewich, Joan Hoffman, Thomas R. Toothaker and Stuart
Sindell.
Page 13 of 30 pages.
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Signature
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
UBS CAPITAL II LLC
By: /s/ Justin Maccarone
-----------------------------
Name: Justin Maccarone
Title: President
By: /s/ Marc Unger
-----------------------------
Name: Marc Unger
Title: Chief Financial Officer
Page 14 of 30 pages.
<PAGE>
Signature
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
UBS CAPITAL HOLDINGS LLC
By: /s/ Marc Unger
-----------------------------
Name: Marc Unger
Title: Chief Financial Officer
By: /s/ Sandra Costin
-----------------------------
Name: Sandra Costin
Title: Assistant Secretary
Page 15 of 30 pages.
<PAGE>
Signature
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
UBS AG
By: /s/ Robert Dinerstein
-----------------------------
Name: Robert Dinerstein
Title: Attorney-In-Fact
By: /s/ Lewis R. Eber
-----------------------------
Name: Lewis R. Eber
Title: Attorney-In-Fact
Page 16 of 30 pages.
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EXHIBIT 1
UBS CAPITAL II LLC
The names and titles of the members of the board of managers and
executive officers of UBS Capital II LLC and their business addresses and
principal occupations are set forth below. The business addresses of the each
of the following are at UBS Capital II LLC, 299 Park Avenue, New York, New York
10171.
Justin S. Maccarone President
- ---------------------------------------------------------------
George Duarte Partner
- ---------------------------------------------------------------
Michael Greene Partner and Member of Board of Managers
- ---------------------------------------------------------------
Charles Delaney Partner
- ---------------------------------------------------------------
Robert C. Dinerstein VP, Secretary and Member of Board of
Managers
- ---------------------------------------------------------------
James Breckenridge Principal
- ---------------------------------------------------------------
Marc Unger Principal, Chief Financial Officer and
Member of Board of Managers
- ---------------------------------------------------------------
Hyunja Laskin Principal
- ---------------------------------------------------------------
Charles W. Moore Principal
- ---------------------------------------------------------------
Sandra Costin Assistant Secretary
- ---------------------------------------------------------------
Patricia Long Assistant Secretary
- ---------------------------------------------------------------
Page 17 of 30 pages.
<PAGE>
UBS CAPITAL HOLDINGS LLC
The names and titles of the members of the board of managers and
executive officers of UBS Capital Holdings LLC and their business addresses and
principal occupations are set forth below. The business addresses of the each
of the following are at UBS Capital Holdings LLC, 299 Park Avenue, New York, New
York 10171.
Michael Greene President and Member of Board of Managers
- ------------------------------------------------------------------
Robert C. Dinerstein Managing Director, Secretary and Member
of Board of Managers
- ------------------------------------------------------------------
Marc Unger Chief Financial Officer, Treasurer and
Member of Board of Managers
- ------------------------------------------------------------------
Sandra Costin Assistant Secretary
- ------------------------------------------------------------------
Patricia Long Assistant Secretary
- ------------------------------------------------------------------
Page 18 of 30 pages.
<PAGE>
UBS AG
The names and titles of the members of the Group Executive Board,
directors and executive officers of UBS AG and their business addresses and
principal occupations are set forth below.
DIRECTORS
Name of Director Nationality Address
- ---------------- ----------- -------
- -------------------------------------------------------------------
Mathis Cabiallavetta Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
- -------------------------------------------------------------------
Alberto Togni Swiss UBS AG
Aeschenplatz 6
4002 Basle
- -------------------------------------------------------------------
Alex Krauer Swiss Novaris AG
Schwarzwaldallee 215
P.O. Box
4002 Basle
- -------------------------------------------------------------------
Markus Kundig Swiss P.O. Box 4463
6304 Zug
- -------------------------------------------------------------------
Peter Bockli Swiss Bockli Thomann & Parmer
St. Jakobs-Strasse 41
P.O. Box 2342
4002 Basle
- -------------------------------------------------------------------
Rolf Arthur Meyer Swiss Ciba Spezialitatenchemise AG
P.O. Box
4002 Basle
- -------------------------------------------------------------------
Hans Peter Ming Swiss Sika Finanz AG
Zugerstrasse 50
6341 Baar
- -------------------------------------------------------------------
Andreas Peter Reinhart Swiss Gebruder Volkart Holding AG
P.O. Box 343
8401 Winterthur
- -------------------------------------------------------------------
Georges P. Schorderet Swiss SAir Group
8058 Zurich-Airport
- -------------------------------------------------------------------
Page 19 of 30 pages.
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Name of Director Nationality Address
- ---------------- ----------- -------
- -------------------------------------------------------------------
Manfred Zobl Swiss Swiss Life/Rentenanstalz
P.O. Box 8022
Zurich
- -------------------------------------------------------------------
That the names, nationalities and addresses of other responsible persons of
the Company are as follows:
Position in the Company/Name Nationality Address
- ---------------------------- ----------- -------
- ----------------------------------------------------------------------
Chairman of the Board:
- ----------------------------------------------------------------------
Mathis Cabiallavetta Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
- ----------------------------------------------------------------------
Vice Chairmen:
- ----------------------------------------------------------------------
Alberto Togni Swiss UBS AG
Aeschenplatz 6
4002 Basle
- ----------------------------------------------------------------------
Alex Krauer Swiss Novartis AG
Schwarzwaldallee 215
P.O. Box 4002 Basle
- ----------------------------------------------------------------------
Markus Kundig Swiss P.O. Box 4463
6304 Zug
- ----------------------------------------------------------------------
Chief Executive Officer:
- ----------------------------------------------------------------------
Marcel Ospel Swiss UBS AG
Aeschenplatz 6
4002 Basle
- ----------------------------------------------------------------------
Members of the Group Executive Board:
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Page 20 of 30 pages.
<PAGE>
Position in the Company/Name Nationality Address
- ---------------------------- ----------- -------
- ----------------------------------------------------------------------
Johannes De Gier Dutch Warburg Dillon Reed
1, Finsbury Avenue
London EC2M 2PP
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Stephan Haeringer Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
- ----------------------------------------------------------------------
Gary Brinson American Brinson
209 South La Salle Street
Chicago, IL 60604-1295
- ----------------------------------------------------------------------
Rodolfo Bogni Italian UBS AG
Aeschenplatz 6
4002 Basle
- ----------------------------------------------------------------------
Felix Fischer Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
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Peter De Weck Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
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Peter Wuffli Swiss UBS AG
Aeschenplatz 6
4002 Basle
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Corporate Secretary:
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Gertrud Erismann Swiss UBS AG
Bahnhofstrasse 45
8021 Zurich
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Treasurer:
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Peter Wuffli Swiss UBS AG
Aeschenplatz 6
4002 Basle
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Page 21 of 30 pages.
<PAGE>
EXHIBIT 5
AGREEMENT
AGREEMENT dated as of August 25, 1995, by and Among UBS Partners Inc.
("Partners") and Charles J. Delaney ("Delaney").
WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Delaney wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Delaney, Delaney hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Partners Inc.
By:/S/ MICHAEL GREENE
----------------------
By:/S/ JUSTIN MACCARONE
--------------------
/S/ CHARLES J. DELANEY
----------------------
Charles J. Delaney
Page 22 of 30 pages.
<PAGE>
EXHIBIT 6
AGREEMENT
AGREEMENT dated as of August 27, 1996, by and Among UBS Partners Inc.
("Partners") and Charles J. Delaney ("Delaney").
WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Delaney wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Delaney, Delaney hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Partners Inc.
By:/S/ JUSTIN MACCARONE
--------------------
By:/S/ MICHAEL GREENE
-----------------------
/S/ CHARLES J. DELANEY
--------------------------
Charles J. Delaney
Page 23 of 30 pages.
<PAGE>
EXHIBIT 7
AGREEMENT
AGREEMENT dated as of August 27, 1996, by and Among UBS Partners Inc.
("Partners") and Justin Maccarone ("Maccarone").
WHEREAS, Maccarone is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Maccarone wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Maccarone, Maccarone hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Partners Inc.
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ JUSTIN MACCARONE
----------------------
Justin Maccarone
Page 24 of 30 pages.
<PAGE>
EXHIBIT 8
AGREEMENT
AGREEMENT dated as of July 14, 1997, by and Among UBS Partners LLC
("Partners") and Charles J. Delaney ("Delaney").
WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Delaney wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Delaney, Delaney hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS PARTNERS LLC
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ CHARLES J. DELANEY
----------------------
Charles J. Delaney
Page 25 of 30 pages.
<PAGE>
EXHIBIT 9
AGREEMENT
AGREEMENT dated as of July 14, 1997, by and Among UBS Partners LLC
("Partners") and Justin S. Maccarone ("Maccarone").
WHEREAS, Maccarone is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Maccarone wishes to transfer to Partners the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Maccarone, Maccarone hereby (1) transfer to Partners any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Partners, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Partners.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Partners LLC
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ JUSTIN MACCARONE
----------------------
Justin S. Maccarone
Page 26 of 30 pages.
<PAGE>
EXHIBIT 10
AGREEMENT
AGREEMENT dated as of June 16, 1998, by and Among UBS Capital II LLC
("Capital II") and Charles J. Delaney ("Delaney").
WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Delaney wishes to transfer to Capital II the economic interest in
the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Delaney, Delaney hereby (1) transfer to Capital II any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Capital II, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Capital II.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS CAPITAL II LLC
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ CHARLES J. DELANEY
----------------------
Charles J. Delaney
Page 27 of 30 pages.
<PAGE>
EXHIBIT 11
AGREEMENT
AGREEMENT dated as of June 16, 1998, by and Among UBS Capital II LLC
("Capital II") and Justin S. Maccarone ("Maccarone").
WHEREAS, Maccarone is a director of Peoples Telephone Company, Inc. (the
"Company") and has received options (the "Options") to purchase 10,000 shares of
Company common stock under the 1993 non-Employee Director Stock Option Plan; and
WHEREAS, Maccarone wishes to transfer to Capital II the economic interest
in the Option in accordance with the terms hereof;
NOW, THEREFORE, the parties hereto hereby agree as follows:
In consideration of the sum of one dollar and other good and valuable
consideration paid to Maccarone, Maccarone hereby (1) transfer to Capital II any
economic interest they may have in the Options, (2) agree to hold the Options
for the benefit of Capital II, and (3) agree to exercise their rights under the
Options only for the benefit of and at the request of Capital II.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
UBS Capital II LLC
By:/S/ MARC UNGER
-----------------------
By:/S/ MICHAEL GREENE
-------------------
/S/ JUSTIN MACCARONE
----------------------
Justin S. Maccarone
Page 28 of 30 pages.
<PAGE>
EXHIBIT 12
JOINT FILING AGREEMENT
The undersigned hereby agree to file jointly Amendment No. 1 to the
Statement on Schedule 13D (the "Schedule") relating to the Common Stock of
Peoples Telephone Company, Inc. and any further amendments thereto which may be
deemed necessary pursuant to Regulation 13D or G promulgated under Section 13 of
the Securities Exchange Act of 1934, as amended.
It is understood and agreed that a copy of this Agreement shall be
attached as an exhibit to this Statement, filed upon behalf of each of the
parties hereto.
This Agreement may be executed in multiple counterparts, each of which
shall constitute an original, one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of July 16, 1998.
UBS CAPITAL II LLC
By: /s/ Justin Maccarone
-----------------------------
Name: Justin Maccarone
Title: President
By: /s/ Marc Unger
-----------------------------
Name: Marc Unger
Title: Chief Financial Officer
UBS CAPITAL HOLDINGS LLC
By: /s/ Marc Unger
-----------------------------
Name: Marc Unger
Title: Chief Financial Officer
By: /s/ Sandra Costin
-----------------------------
Name: Sandra Costin
Title: Assistant Secretary
UBS AG
By: /s/ Robert Dinerstein
-----------------------------
Name: Robert Dinerstein
Title: Attorney-In-Fact
By: /s/ Lewis R. Eber
-----------------------------
Name: Lewis R. Eber
Title: Attorney-In-Fact
Page 29 of 30 pages.
<PAGE>
EXHIBIT 13
[LETTERHEAD OF UBS]
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that UBS AG constitutes and appoints
Robert C. Dinerstein, Louis Eber, Janet Zimmer, Robert Mills, Stephen Anikewich,
Joan Hoffman, Thomas R. Toothaker and Stuart Sindell and each of them, its true
and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for it in its name, place and stead, in any and all capacities,
acting individually, to sign any and all documents (i) in connection with or
necessary for the consummation of the transactions contemplated by the Merger
Agreement dated December 5/6, 1997, among Union Bank of Switzerland, Swiss Bank
Corporation and UBS AG, or (ii) in connection with or necessary for the
consummation of an related reorganization, merger or change of ownership of
present or future subsidiaries of UBS AG, granting said attorneys-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as UBS AG might do
directly, hereby ratifying and confirming all that said attorneys-in-fact or any
of them may lawfully do or cause to be done by virtue hereof.
This power of attorney will expire six months from the date hereof, unless
revoked earlier.
Date: May 26, 1998 UBS AG
By: /s/ Bernard Schmid
---------------------
Dr. Bernhard Schmid
Legal Counsel
By: /s/ Ursula Suter
---------------------
Ursula Suter
Legal Counsel
Page 30 of 30 pages.
