SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
PHONETEL TECHNOLOGIES, INC.
_____________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
_____________________________________________________________________________
(Title of Class of Securities)
71921H406
_____________________________________________________________________________
(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
950 Third Avenue Lowenstein, Sandler, Kohl,
Twentieth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(201) 992-8700
______________________________________________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 15, 1996
______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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 this 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 less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule l3d-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).
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1) Names of Reporting Persons (S.S. or I.R.S. Identification
Nos. of Above Persons):
Stephen Feinberg
_______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) Not
(b) Applicable
_______________________________________________________________________________
3) SEC Use Only
_______________________________________________________________________________
4) Source of Funds (See Instructions): WC
_______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
Not Applicable
_______________________________________________________________________________
6) Citizenship or Place of Organization: United States
_______________________________________________________________________________
Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9)Sole Dispositive Power: *
Person With: 10)Shared Dispositive Power: *
_______________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:4,431,271*
_______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
Not Applicable
_______________________________________________________________________________
13) Percent of Class Represented by Amount in Row
(11): 56.5%*
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14) Type of Reporting Person (See
Instructions): IA, IN
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* Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"), is the record holder of 102,412 warrants (the
"Warrants") of PhoneTel Technologies, Inc. ("PhoneTel"), each Warrant
entitling the holder thereof, at its option, to purchase either (i)
one (1) share of PhoneTel Series A Special Convertible Preferred
Stock (which is convertible by the holder thereof into twenty (20)
shares of PhoneTel common stock) or (ii) twenty (20) shares of
PhoneTel common stock. Pursuant to participation agreements entered
into with Cerberus, (a) Styx Partners, L.P., a Delaware limited
partnership ("Styx"), is the beneficial owner of 16,772 Warrants, (b)
Long Horizons Fund, L.P., a Delaware limited partnership
("Horizons"), is the beneficial owner of 16,772 Warrants, (c)
Cerberus International, Ltd., a corporation organized under the laws
of the Bahamas ("International"), is the beneficial owner of 10,734
Warrants and (d) Ultra Cerberus Fund, Ltd., a corporation organized
under the laws of the Bahamas ("Ultra"), is the beneficial owner of
1,341 Warrants. Cerberus is the beneficial owner of 23,696 Warrants.
In addition, Cerberus is the record holder of a term note (the
"Note") payable by PhoneTel in the principal amount of Fourteen
Million Five Hundred Thousand Dollars ($14,500,000), which Note may,
at the option of the holder thereof, be converted into either (i)
833.333 shares of PhoneTel Series B Special Preferred Stock (each of
which is convertible by the holder thereof into twenty (20) shares of
PhoneTel common stock) for each $100,000 converted or (ii) 16,666.667
shares of PhoneTel common stock for each $100,000 converted.
Pursuant to participation agreements entered into with Cerberus, (w)
Styx is the beneficial owner of $2,374,639 principal amount of the
Note, (x) Horizons is the beneficial owner of $2,374,639 principal
amount of the Note, (y) International is the beneficial owner of
$1,519,769 principal amount of the Note and (z) Ultra is the
beneficial owner of $189,971 principal amount of the Note. Cerberus
is the beneficial owner of $3,354,998 principal amount of the Note.
Stephen Feinberg possesses voting and investment control over
all securities owned by Cerberus, Styx, Horizons, International and
Ultra. In addition, pursuant to participation agreements entered
into with Cerberus, (i) 32,325 Warrants and $4,576,750 principal
amount of the Note are beneficially owned by various other persons
and entities for which Stephen Feinberg possesses certain investment
authority and (ii) 772 Warrants and $109,233 principal amount of the
Note are beneficially owned by a partnership for which Stephen
Feinberg possesses no voting or investment authority.
For more information on the determination of the number of
shares of PhoneTel common stock deemed owned by the entities for
which Stephen Feinberg possesses voting and/or investment authority
and the calculation of the percentage ownership resulting therefrom,
see Item 5.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per
share, of PhoneTel Technologies, Inc. ("PhoneTel"), whose principal
executive offices are located at 650 Statler Office Tower, 1127 Euclid
Avenue, Cleveland, Ohio 44115.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose
business address is 950 Third Avenue, Twentieth Floor, New York, New York
10022. Mr. Feinberg, (i) indirectly through one or more partnerships or
other entities, possesses voting and investment control over all securities
owned by Cerberus Partners, L.P. ("Cerberus"), Styx Partners, L.P. ("Styx")
and Long Horizons Fund, L.P. ("Horizons"), each of which are Delaware
limited partnerships, and (ii) in his capacity as the investment manager
for (a) Cerberus International, Ltd. ("International") and Ultra Cerberus
Fund, L.P. ("Ultra"), each of which are corporations organized under the
laws of the Bahamas, and (b) various private investment funds (the
"Funds"), possesses voting or investment control over all securities owned
by International, Ultra and the Funds. Cerberus, Styx, Horizons,
International, Ultra and the Funds are engaged in the investment in
personal property of all kinds, including but not limited to capital stock,
depository receipts, investment companies, mutual funds, subscriptions,
warrants, bonds, notes, debentures, options and other securities of
whatever kind and nature.
Mr. Feinberg has never been convicted in any criminal
proceeding, nor has he been a party to any civil proceeding commenced
before a judicial or administrative body of competent jurisdiction as a
result of which he was or is now 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. Mr. Feinberg is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase securities of PhoneTel on behalf of
Cerberus, Styx, Horizons, International, Ultra and the Funds, respectively,
come directly from the net assets of such entities, respectively.
Item 4. Purpose of Transaction.
The acquisition of the securities referred to in Item 5 is
solely for investment purposes on behalf of Cerberus, Styx, Horizons,
International, Ultra and the Funds, respectively. Stephen Feinberg has no
present plans or intentions which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information provided to Cerberus by management of
PhoneTel, as of March 15, 1996, there were issued and outstanding 3,411,178
shares of common stock of PhoneTel. As of such date, Cerberus is the
record holder of 102,412 warrants (the "Warrants") of PhoneTel, each
Warrant entitling the holder thereof, at its option, to purchase either (i)
one (1) share of PhoneTel Series A Special Convertible Preferred Stock
(which is convertible by the holder thereof into twenty (20) shares of
PhoneTel common stock) or (ii) twenty (20) shares of PhoneTel common stock.
Pursuant to participation agreements entered into with Cerberus, as of
March 15, 1996, (a) Styx is the beneficial owner of 16,772 Warrants, (b)
Horizons is the beneficial owner of 16,772 Warrants, (c) International is
the beneficial owner of 10,734 Warrants and (d) Ultra is the beneficial
owner of 1,342 Warrants. Cerberus, as of such date, is the beneficial
owner of 23,696 Warrants.
In addition, as of March 15, 1996, Cerberus is the record
holder of a term note (the "Note") payable by PhoneTel in the principal
amount of Fourteen Million Five Hundred Thousand Dollars ($14,500,000),
which Note may, at the option of the holder thereof, be converted into
either (i) 833.333 shares of PhoneTel Series B Special Preferred Stock
(each of which is convertible by the holder thereof into twenty (20) shares
of PhoneTel common stock) for each $100,000 converted or (ii) 16,666.667
shares of PhoneTel common stock for each $100,000 converted. Pursuant to
participation agreements entered into with Cerberus, as of March 15, 1996,
(w) Styx is the beneficial owner of $2,374,639 principal amount of the
Note, (x) Horizons is the beneficial owner of $2,374,639 principal amount
of the Note, (y) International is the beneficial owner of $1,519,769
principal amount of the Note and (z) Ultra is the beneficial owner of
$189,971 principal amount of the Note. Cerberus, as of such date, is the
beneficial owner of $3,354,998 principal amount of the Note.
Stephen Feinberg possesses voting and investment control over
all securities owned by Cerberus, Styx, Horizons, International and Ultra.
In addition, pursuant to participation agreements entered into with
Cerberus on March 15, 1996, (i) 32,325 Warrants and $4,576,750 principal
amount of the Note are beneficially owned by the Funds and (ii) 772
Warrants and $109,233 principal amount of the Note are beneficially owned
by a partnership for which Stephen Feinberg possesses no voting or
investment authority (the "Unaffiliated Fund"). Therefore, pursuant to
Rule 13d-3, Stephen Feinberg is deemed to own 4,431,271* of 7,842,449
shares of PhoneTel common stock deemed outstanding, or 56.5% of the total
deemed outstanding.
The only transactions by Cerberus, Styx, Horizons,
International, Ultra and the Funds in the common stock of PhoneTel or
securities of PhoneTel which are convertible into shares of common stock of
PhoneTel during the past sixty days were the March 15, 1996 (a) purchase by
Cerberus from PhoneTel in a private sale of (i) the Warrants referred to
above for an aggregate purchase price of One Dollar ($1.00) plus the
consideration set forth in the Credit Agreement referred to below and (ii)
the Note referred to above for an aggregate purchase price of Fourteen
Million Five Hundred Thousand Dollars ($14,500,000) pursuant to a Credit
Agreement, dated as of March 15, 1996, by and among PhoneTel, Cerberus and
International Nederlanden (U.S.) Capital Corporation, and (b) participation
from Cerberus to each of Styx, Horizons, International, Ultra, the Funds
and the Unaffiliated Fund of the number of Warrants and amount of the Note
described above at a purchase price for such securities equal to that paid
by Cerberus.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar
relationships exist with respect to the shares of common stock or other
securities of PhoneTel between Stephen Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.
March 25, 1996
/s/ Stephen Feinberg
____________________
Stephen Feinberg, on behalf of Cerberus
Partners, L.P., Styx Partners, L.P., Long
Horizons Fund, L.P., Cerberus International,
Ltd., Ultra Cerberus Fund, L.P. and the
various private investment funds.
___________________________
* To the extent small variances exist in the totals presented
herein, such variances are due solely to the effect of rounding numbers to
the nearest integer.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
