<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PHONETEL TECHNOLOGIES, INC.
(Name of Small Business Issuer in Its Charter)
<TABLE>
<S> <C> <C>
OHIO 4813 34-1462198
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S.EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
------------------------
1127 EUCLID AVENUE, SUITE 650
CLEVELAND, OHIO 44115-1601
(216) 241-2555
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL PLACE
OF BUSINESS)
------------------------
TAMMY L. MARTIN, ESQ.
EXECUTIVE VICE PRESIDENT,
CHIEF ADMINISTRATIVE OFFICER, GENERAL COUNSEL AND SECRETARY
PHONETEL TECHNOLOGIES, INC.
1127 EUCLID AVENUE, SUITE 650
CLEVELAND, OHIO 44115-1601
(216) 241-2555
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
STEPHEN M. BANKER, ESQ. DANIEL J. ZUBKOFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP CAHILL GORDON & REINDEL
919 THIRD AVENUE 80 PINE STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10005
(212) 735-3000 (212) 701-3000
=========================================================================================================================
STATE OF PRIMARY STANDARD INDUSTRIAL I.R.S.
NAME OF ADDITIONAL REGISTRANTS INCORPORATION CLASSIFICATION CODE NUMBER IDENTIFICATION NO.
- -------------------------------------------------------------------------------------------------------------------------
Public Telephone Corporation Indiana 4813 34-1813512
World Communications, Inc. Missouri 4813 43-1724466
Paramount Communication Systems, Inc. Florida 4813 59-2822743
Northern Florida Telephone Corporation Florida 4813 59-3025564
Payphones of America, Inc. Ohio 4813 34-1838787
PhoneTel CCI, Inc. Texas 4813 34-1846708
=========================================================================================================================
</TABLE>
* Address and telephone number of principal executive offices and agent for
service are same as those of PhoneTel Technologies, Inc.
------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-15211
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
12% Senior Notes due 2006 of
PhoneTel Technologies, Inc. (the
"Notes").......................... $15,000,000 100% $15,000,000 $4,546
- ----------------------------------------------------------------------------------------------------------------
Guarantees of the Notes by
Registrants other than PhoneTel
Technologies, Inc................. -- -- -- None(1)
- ----------------------------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 457(n), no separate fee is being paid with respect to the Guarantees.
================================================================================================================
</TABLE>
<PAGE> 2
This registration statement is being filed with respect to the registration
of an additional $15,000,000 aggregate principal amount of 12% Senior Notes due
2006 of PhoneTel Technologies, Inc., an Ohio corporation (the "Company"), and
the related guarantees (the "Subsidiary Guarantees") by all of the subsidiaries
of the Company consisting of: Public Telephone Corporation, World
Communications, Inc., Paramount Communication Systems, Inc., Northern Florida
Telephone Corporation, Payphones of America, Inc. and PhoneTel CCI, Inc.
(collectively, the "Subsidiary Guarantors"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b), the
contents of the registration statement of the Company and Subsidiary Guarantors
(File No. 333-15211), as amended (the "original Registration Statement"),
including the exhibits thereto, are incorporated by reference into this
registration statement.
<PAGE> 3
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 13, 1996.
PHONETEL TECHNOLOGIES, INC.
By: /s/ Peter G. Graf
------------------------------------------
Peter G. Graf
Chairman of the Board
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------- -----------------------
<S> <C> <C>
/s/ Peter G. Graf Chairman of the Board, Chief December 13, 1996
- ------------------------------------- Executive Officer, and Director
Peter G. Graf
* Chief Operating Officer and Director December 13, 1996
- -------------------------------------
Nickey B. Maxey
* Director December 13, 1996
- -------------------------------------
Stuart Hollander
/s/ Richard Kebert Chief Financial Officer and Treasurer December 13, 1996
- ------------------------------------- (Principal Financial and Accounting
Richard Kebert Officer)
* Director December 13, 1996
- -------------------------------------
Joseph Abrams
* Director December 13, 1996
- -------------------------------------
George Henry
* Director December 13, 1996
- -------------------------------------
Aron Katzman
* Director December 13, 1996
- -------------------------------------
Steven Richman
</TABLE>
- ---------------
* Tammy L. Martin, by signing her name hereto, does hereby execute this
Registration Statement on behalf of the directors of the Registrant indicated
above by asterisks, pursuant to powers of attorney duly executed by such
directors contained on the signature pages to the original Registration
Statement.
By: /s/ Tammy L. Martin
------------------------------------------
Tammy L. Martin
Attorney-in-Fact
II-1
<PAGE> 4
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 13, 1996.
PUBLIC TELEPHONE CORPORATION
By: /s/ Peter G. Graf
----------------------------
Peter G. Graf
Chairman of the Board
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------- -----------------------
<S> <C> <C>
/s/ Peter G. Graf Chairman of the Board, Chief December 13, 1996
- ------------------------------------- Executive Officer, and Director
Peter G. Graf
/s/ Tammy L. Martin Director December 13, 1996
- -------------------------------------
Tammy L. Martin
/s/ Richard Kebert Chief Financial Officer and Treasurer December 13, 1996
- ------------------------------------- (Principal Financial and Accounting
Richard Kebert Officer)
</TABLE>
II-2
<PAGE> 5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 13, 1996.
WORLD COMMUNICATIONS, INC.
By: /s/ Peter G. Graf
---------------------------
Peter G. Graf
Chairman of the Board
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------- -----------------------
<S> <C> <C>
/s/ Peter G. Graf Chairman of the Board, Chief December 13, 1996
- ------------------------------------- Executive Officer, and Director
Peter G. Graf
/s/ Tammy L. Martin Director December 13, 1996
- -------------------------------------
Tammy L. Martin
/s/ Richard Kebert Chief Financial Officer and Treasurer December 13, 1996
- ------------------------------------- (Principal Financial and Accounting
Richard Kebert Officer)
</TABLE>
II-3
<PAGE> 6
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 13, 1996.
PARAMOUNT COMMUNICATIONS SYSTEMS, INC.
By: /s/ Peter G. Graf
----------------------------------------
Peter G. Graf
Chairman of the Board
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------- ------------------------------------- -----------------------
<S> <C> <C>
/s/ Peter G. Graf Chairman of the Board, Chief December 13, 1996
- ------------------------------------- Executive
Peter G. Graf Officer, and Director
/s/ Tammy L. Martin Director December 13, 1996
- -------------------------------------
Tammy L. Martin
/s/ Richard Kebert Chief Financial Officer and Treasurer December 13, 1996
- ------------------------------------- (Principal Financial and Accounting
Richard Kebert Officer)
</TABLE>
II-4
<PAGE> 7
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 13, 1996.
NORTHERN FLORIDA TELEPHONE CORPORATION
By: /s/ Peter G. Graf
----------------------------------
Peter G. Graf
Chairman of the Board
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------- ------------------------------------- -----------------------
<S> <C> <C>
/s/ Peter G. Graf Chairman of the Board, Chief December 13, 1996
- ------------------------------------- Executive
Peter G. Graf Officer, and Director
/s/ Tammy L. Martin Director December 13, 1996
- -------------------------------------
Tammy L. Martin
/s/ Richard Kebert Chief Financial Officer and Treasurer December 13, 1996
- ------------------------------------- (Principal Financial and Accounting
Richard Kebert Officer)
</TABLE>
II-5
<PAGE> 8
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 13, 1996.
PAYPHONES OF AMERICA, INC.
By: /s/ Peter G. Graf
--------------------------------
Peter G. Graf
Chairman of the Board
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------- ------------------------------------- -----------------------
<S> <C> <C>
/s/ Peter G. Graf Chairman of the Board, Chief December 13, 1996
- ------------------------------------- Executive
Peter G. Graf Officer, and Director
* Director December 13, 1996
- -------------------------------------
Charles Miller
/s/ Tammy L. Martin Director December 13, 1996
- -------------------------------------
Tammy L. Martin
/s/ Richard Kebert Chief Financial Officer and Treasurer December 13, 1996
- ------------------------------------- (Principal Financial and Accounting
Richard Kebert Officer)
</TABLE>
- ---------------
* Tammy L. Martin, by signing her name hereto, does hereby execute this
Registration Statement on behalf of the director of the Registrant indicated
above by asterisks, pursuant to powers of attorney duly executed by such
director contained on the signature pages to the original Registration
Statement.
By: /s/ Tammy L. Martin
----------------------------------------
Tammy L. Martin
Attorney-in-Fact
II-6
<PAGE> 9
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form SB-2 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 13, 1996.
PHONETEL CCI, INC.
By: /s/ Peter G. Graf
---------------------------------
Peter G. Graf
Chairman of the Board
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------- ------------------------------------- -----------------------
<S> <C> <C>
/s/ Peter G. Graf Chairman of the Board, Chief December 13, 1996
- ------------------------------------- Executive
Peter G. Graf Officer, and Director
/s/ Tammy L. Martin Director December 13, 1996
- -------------------------------------
Tammy L. Martin
/s/ Richard Kebert Chief Financial Officer and Treasurer December 13, 1996
- ------------------------------------- (Principal Financial and Accounting
Richard Kebert Officer)
</TABLE>
II-7
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------------------------------------------------------------------------------- ---------
<S> <C> <C>
5.1 Opinion of Tammy L. Martin, Esq. regarding validity of the Notes and Guarantees
registered hereby under Ohio law. (Filed as Exhibit 5.1 to Amendment No. 2 to the
Registration Statement on Form SB-2 of the Company (File No. 333-15211) and
incorporated by reference herein).
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to matters governed
by New York law (Filed as Exhibit 5.2 to Amendment No. 2 to the Registration
Statement on Form SB-2 of the Company (File No. 333-15211) and incorporated by
reference herein).
5.3 Opinion of Shackleford, Farrior, Stallings and Evans with respect to the validity
of the Guarantees under Florida law (Filed as Exhibit 5.3 to Amendment No. 2 to the
Registration Statement on Form SB-2 of the Company (File No. 333-15211) and
incorporated by reference herein).
5.4 Opinion of Barnes & Thornburg with respect to the validity of the Guarantees under
Indiana law (Filed as Exhibit 5.4 to Amendment No. 2 to the Registration Statement
on Form SB-2 of the Company (File No. 333-15211) and incorporated by reference
herein).
5.5 Opinion of Blumenfeld, Kaplan & Sandweiss, P.C. with respect to the validity of the
Guarantees under Missouri law (Filed as Exhibit 5.5 to Amendment No. 2 to the
Registration Statement on Form SB-2 of the Company (File No. 333-15211) and
incorporated by reference herein).
5.6 Opinion of Scher & Miller with respect to the validity of the Guarantees under
Texas law (Filed as Exhibit 5.6 to Amendment No. 2 to the Registration Statement on
Form SB-2 of the Company (File No. 333-15211) and incorporated by reference
herein).
23.1 Consent of Price Waterhouse LLP regarding PhoneTel Technologies, Inc.
23.2 Consent of Price Waterhouse LLP regarding Paramount Communication Systems, Inc.
23.3 Consent of Harlan & Boettger, CPAs.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Ernest M. Sewell, CPA.
23.6 Consent of Miller Sherrill Blake, CPA, PA.
23.7 Consent of Kerber, Eck & Braeckel, LLP.
23.8 Consent of Deloitte & Touche LLP.
23.9 Consent of Tammy L. Martin, Esq. (included in Exhibit 5.1 hereto).
23.10 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2
hereto).
23.11 Consent of Shackleford, Farrior, Stallings and Evans (included in Exhibit 5.3
hereto).
23.12 Consent of Barnes & Thornburg (included in Exhibit 5.4 hereto).
23.13 Consent of Blumenfeld, Kaplan & Sandweiss, P.C. (included in Exhibit 5.5 hereto).
23.14 Consent of Scher & Miller (included in Exhibit 5.6 hereto).
24.1 Powers of Attorney (Filed as Exhibit 24.1 to Amendment No. 2 to the Registration
Statement on Form SB-2 of the Company (File No. 333-15211) and incorporated by
reference herein).
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form SB-2 filed pursuant to
rule 462(b) of the Securities Act of 1933 of our report dated March 29, 1996
relating to the financial statements of PhoneTel Technologies, Inc., as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995. We also consent to the references to us under the heading
"Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Cleveland, Ohio
December 13, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form SB-2 filed pursuant to
rule 462(b) of the Securities Act of 1933 of our report dated May 17, 1996
relating to the financial statements of Paramount Communication Systems, Inc.,
for the year ended December 31, 1995. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Cleveland, Ohio
December 13, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference into the Prospectus
constituting part of this Registration Statement on Form SB-2 being filed on
the date hereof pursuant to Rule 462(b) of our reports dated August 23, 1996
relating to the financial statements of Amtel Communications, Inc. and combined
Companies, which are incorporated by reference into such Prospectus. We also
consent to the references to us under the headings "Experts" in such Prospectus.
/s/ Harlan & Boettger
San Diego, California
December 12, 1996
<PAGE> 1
EXHIBIT 23.4
The Board of Directors
Paramount Communications Systems, Inc.:
We consent to the incorporation by reference of our report included in the
prospectus constituting part of this registration statement on Form SB-2 filed
on the date hereof pursuant to Rule 462(b) of the Securities Act of our report
dated March 10, 1995, with respect to the balance sheet of Paramount
Communications Systems, Inc. as of December 31, 1994, and the related
statements of income, shareholders' equity, and cash flows for the year then
ended, and to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG Peat Marwick LLP
Fort Lauderdale, Florida
December 13, 1996
<PAGE> 1
EXHIBIT 23.5
December 12, 1996
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Richard P. Kerbert
Chief Financial Officer
Phonetel Technologies, Inc.
1127 Euclid Avenue, Suite 650
Cleveland, Ohio 44115-1601
Dear Richard:
I hereby consent to the use by Phonetel Technologies, Inc. in the
Prospectus constituting a part of its Form SB-2 registration statement filed
pursuant to rule 462(b) of the Securities Act of 1933 of my audit report dated
April 24, 1996 relating to the financial statements of International Payphones,
Inc. (a Tennessee Corporation) as of and for the years ended December 31, 1995
and 1994.
I also consent to the reference to our firm as "experts" in accounting and
auditing.
Sincerely yours,
/s/ ERNEST M. SEWELL, CPA
Ernest M. Sewell, CPA
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form SB-2 filed on the date
hereof pursuant to Rule 462(b) of the Securities Act of 1933 our reports dated
January 17, 1996, and May 21, 1996, relating to the financial statements of
International Pay Phones, Inc., which are incorporated by reference into such
Prospectus. We also consent to the references to us under the headings
"Experts" in such Prospectus.
/s/ Miller Sherrill Blake CPA
MILLER SHERRILL BLAKE CPA PA
December 13, 1996
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement to Form SB-2 filed pursuant to Rule 462(b) of the
Security Act of 1933 of our reports dated January 30, 1996 and October 16, 1996
relating to the financial statements of December 31, 1995 and 1994 and June 30,
1996, which appear in such Prospectus. We also consent to the references to us
under the headings "Experts" in such Prospectus.
/s/ Kerber, Eck & Braeckel LLP
St. Louis, Missouri
December 13, 1996
<PAGE> 1
EXHIBIT 23.8
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference into this Registration Statement
on Form SB-2 filed pursuant to Rule 462(b) of the Securities Act of 1933, of
PhoneTel Technologies, Inc. of our report dated November 17, 1995, relating to
the financial statements of Cherokee Communications, Inc., appearing in the
Prospectus, which is included in the Registration Statement (No. 333-15211).
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Deloitte & Touche, LLP
Dallas, Texas
December 13, 1996
