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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PhoneTel Technologies, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
71921H-10-9
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(CUSIP Number)
Lawrence G. Goodman, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 1995
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement /X/.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 71921H-10-9 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GABRIEL CAPITAL, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,062,500
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,062,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,062,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 71921H-10-9 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARIEL FUND LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,062,500
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,062,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,062,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 71921H-10-9 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARIEL MANAGEMENT CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,062,500
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,062,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,062,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 71921H-10-9 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. EZRA MERKIN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,125,000
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
2,125,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SEC 1746 (12-91)
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SCHEDULE 13D
This Amendment No. 3 amends and supplements the following Items of
the Reporting Persons' Statement on Schedule 13D, as previously amended and
supplement (the "Schedule").
Item 3. Source and Amount of Funds
The information contained in Item 3 to the Schedule is hereby amended
and supplemented as follows:
On November 1, 1995, Gabriel purchased 50,000 shares of Common Stock
at an aggregate cost of $37,500 and Ariel Fund purchased 50,000 shares of
Common Stock at an aggregate cost of $37,500 each using its own funds. In
addition, in connection with the respective purchases of Common Stock, each of
Gabriel and Ariel Fund were issued separate Warrants to purchase 36,650 shares
of Common Stock.
Item 4. Purpose of the Transaction
The information contained in Item 4 to the Schedule is hereby amended
and supplemented as follows:
All of the shares of Common Stock and Warrants were acquired for
investment purposes. Each of the Reporting Persons may acquire or dispose of
securities of the Issuer, including shares of Common Stock, directly or
indirectly, in open-market or privately negotiated transactions, depending upon
the evaluation of the performance and prospects of the Issuer by the Reporting
Persons, and upon other developments and circumstances, including, but not
limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing, no Reporting Person has any present plans
or proposals which relate to or would result in any of the actions or events
described in paragraphs (a) through (j) of item 4 of Schedule 13D. However,
the Reporting Persons retain their respective rights to modify their plans with
respect to the transactions described in this Item 4, to acquire or dispose of
securities of the Issuer and to formulate plans and proposals which could
result in the occurrence of any such events subject to applicable laws and
regulations.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5 to the Schedule is hereby amended
and supplemented as follows:
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(a) and (b) Gabriel is the beneficial and record owner of 400,000
shares of Common Stock and Warrants to purchase 662,500 shares of Common Stock,
for a total beneficial ownership of 1,062,500 shares of Common Stock, or 6.7%
of the outstanding shares of Common Stock.
Ariel Fund is the beneficial and record owner of 400,000 shares of
Common Stock and Warrants to purchase 662,500 shares of Common Stock, for a
total beneficial ownership of 1,062,500 shares of Common Stock, or 6.7% of the
outstanding shares of Common Stock.
Ariel, as investment advisor to Ariel Fund, has the power to vote and
to direct the voting of and the power to dispose and direct the disposition of
the 1,062,500 shares of Common Stock (assuming exercise of the Warrants) owned
by Ariel Fund. Accordingly, Ariel may be deemed to be the beneficial owner of
such 1,062,500 shares of Common Stock, or 6.7% of the outstanding shares of
Common Stock.
As the General Partner of Gabriel, Merkin has the power to vote and
to direct the voting of and the power to dispose and direct the disposition of
the 1,062,500 shares of Common Stock (assuming exercise of the Warrants) owned
by Gabriel. In addition, as the president of Ariel, Merkin may be deemed to
have power to vote and to direct the voting of and the power to dispose and
direct the disposition of the 1,062,500 shares of Common Stock (assuming
exercise of the Warrants) owned by Ariel Fund. Accordingly, Merkin may be
deemed to be the beneficial owner of 2,125,000 shares of Common Stock, or 13.3%
of the outstanding shares of Common Stock.
The number of shares beneficially owned by each of the foregoing
Reporting Persons and the percentage of outstanding shares represented thereby,
have been computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. The ownership of the Reporting Persons is based on
14,541,114 outstanding shares of Common Stock of the Issuer on November 1,
1995, which information was supplied by the Issuer to the Reporting Persons,
and does not take into account the shares of Common Stock issued to the
Reporting Persons on that date or any of the Warrants issued to the Reprting
Persons.
The Warrants are exercisable for a period of ten years from issuance
at an exercise price of $.95 per share of Common Stock. The Warrants and the
Common Stock issuable in respect of the Warrants are, or will be, unregistered.
(c) See Item 3. The purchase price per share of Common Stock was
$.75 per share. The shares of Common Stock and the Warrants were purchased
from the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The information contained in Item 6 to the Schedule is hereby
amended and
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supplemented as follows:
In connection with the investments made by Ariel Fund and Gabriel as
descibed in this Schedule as previously amended and supplemented, on October
30, 1995 the Issuer's Board of Directors adopted resolutions granting Ariel
Fund and Gabriel anti-dilution rights in connection with certain future private
financings of the Issuer.
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Signatures
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
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Name: J. Ezra Merkin
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGMENT
(CAYMAN) LIMITED
By: /s/ C. Anthony Mellin, Martin Byrne
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Name: C. Anthony Mellin, Martin Byrne
Title: Director, Assistant Secretary
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
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Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
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J. EZRA MERKIN
Dated: November 6, 1995
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