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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. __________)*
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)
August 29, 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 10 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 606,550
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
606,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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 10 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 606,550
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
606,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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 10 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 606,550
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
606,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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 10 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 1,213,100
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,213,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,213,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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
Item 1. Security and Issuer
Securities acquired: Common Stock, $.01 par value ("Common
Stock"), and Warrants for the purchase of
additional shares of Common Stock (exercisable
for a period of ten years from issuance at an
exercise price of $.95 per share). The number
of shares reported herein assumes the exercise
of the Warrants. All of the shares of Common
Stock (including those issuable upon exercise
of the Warrants) are (or will be)
unregistered.
Issuer: PhoneTel Technologies, Inc.
650 Statler Office Tower
1127 Euclid Avenue
Cleveland, Ohio 44115
(216) 241-2555
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is being filed jointly by Gabriel
Capital, L.P., a Delaware limited partnership ("Gabriel"), Ariel Fund Limited, a
Cayman Islands corporation ("Ariel Fund"), Ariel Management Corp. ("Ariel"), a
Delaware corporation and the Investment Advisor of Ariel Fund, and J. Ezra
Merkin, the General Partner of Gabriel and sole shareholder and president of
Ariel ("Merkin"). Gabriel, Ariel Fund, Ariel and Merkin are hereinafter
sometimes referred to collectively as the "Reporting Persons." The business
address of each of Gabriel, Ariel and Merkin is 450 Park Avenue, New York, New
York 10022 and the business address of Ariel Fund is c/o Maples & Calder, P.O.
Box 309, Grand Cayman, Cayman Islands, British West Indies.
Gabriel and Ariel Fund are private investment funds. Ariel and Merkin
are private investment managers.
Merkin is a United States citizen.
See Item 5 for information regarding ownership of Common Stock.
(d) and (e). During the past five years, none of the Reporting Persons
has been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of
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competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
Gabriel purchased an aggregate of 350,000 shares of Common Stock at an
aggregate cost of $262,500, using its own funds. Ariel Fund purchased an
aggregate of 350,000 shares of Common Stock at an aggregate cost of $262,500,
using its own funds. In addition, in connection with the respective purchases
of Common Stock, each of Gabriel and Ariel Fund were issued Warrants to
purchase 256,550 shares of Common Stock. All of the purchases were from the
Issuer.
Item 4. Purpose of the Transaction
All of the shares of Common Stock and Warrants reported herein 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.
The Reporting Persons are engaged in discussions with the Issuer
concerning other transactions which may result in the acquisition by Gabriel
and Ariel Fund of additional unregistered securities of the Issuer and, in
addition to and in connection with such acquisition, the ability of the
Reporting Persons to nominate a candidate to the Issuer's Board of Directors.
At present there is no definitive agreement between such parties as to any of
the foregoing, and there can be no assurance that any such transactions will
take place.
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.
Item 5. Interest in Securities of the Issuer
(a) and (b) Gabriel is the beneficial and record owner of 350,000
shares of Common Stock and Warrants to purchase 256,550 shares of Common
Stock, for a total beneficial ownership of 606,550 shares of Common Stock, or
4.9% of the outstanding shares of Common Stock.
Ariel Fund is the beneficial and record owner of 350,000 shares of Common
Stock and Warrants to purchase 256,550 shares of Common Stock, for a total
beneficial ownership of 606,550 shares of Common Stock, or 4.9% of the
outstanding shares of
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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
606,550 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
606,550 shares of Common Stock, or 4.9% 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
606,550 shares of Common Stock (assuming exercise of the Warrants) owned by
Gabriel. In addition, as the sole shareholder and 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 606,550 shares of Common Stock
(assuming exercise of the Warrants) owned by Ariel Fund. Accordingly, Merkin
may be deemed to be the beneficial owner of 1,213,100 shares of Common Stock, or
9.7% of the outstanding shares of Common Stock.
The number of shares beneficially owned by each of the 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
11,261,043 outstanding shares of Common Stock of the Issuer on August 29,
1995, which information was supplied by the Issuer to the Reporting Persons,
and does not take into account the shares of Common Stock and Warrants issued
to the Reporting Persons.
(c) All of the shares of Common Stock were purchased on August 29, 1995.
The Warrants were issued in connection with the purchase of the shares of
Common Stock as of August 29, 1995.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not Applicable
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
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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/ Peter deRuijter, Roger Hanson
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Name: Peter deRuijter, Roger Hanson
Title: Director, Director
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: September 8, 1995
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Exhibit A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred
to below) of a statement on Schedule 13D or any amendments thereto, with
respect to the Common Stock, $.01 par value, of PhoneTel Technologies, Inc.,
and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on the
8th day of September, 1995.
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 MANAGEMENT (CAYMAN) LIMITED
By: /s/ Peter deRuijter, Roger Hanson
------------------------------------
Name: Peter deRuijter, Roger Hanson
Title: Director, Director
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
