SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PhoneTel Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class and Securities)
71921H-10-9
(CUSIP Number of Class of Securities)
Thomas J. Martin
67-52 Covington Creek Trail
Fort Wayne, IN 46804
(219) 432-2455
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Bradley J. Muro, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3765
January 17, 1996
(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 Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: (X)
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 2 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
R. Kevin Ackerman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
202
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 202
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
202
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.01%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 3 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard R. Bowlin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
9,725
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,725
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,725
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 4 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dr. W. Lloyd Bridges, M.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
6,078
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,078
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,078
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 5 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Real Estate Development, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
7 SOLE VOTING POWER
2,026
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,026
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,026
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 6 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard W. Evans
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
1,013
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,013
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,013
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.04%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 7 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ryan M. Evans
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
1,013
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,013
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,013
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.04%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 8 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Constance A. Gregory
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
2,431
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,431
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,431
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 9 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Samuel B. Gregory, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
13,979
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,979
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
13,979
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.5%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 10 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gerald Guyer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
4,052
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 195,709
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,052
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,052
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 11 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William R. Klaehn & J. Yvonne Klaehn as joint
tenants
1 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
11,143
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,143
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 12 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marvin Komisarow
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
14,182
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,182
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
14,182
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.5%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 13 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dr. John E. Krueger, M.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
10,130
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,130
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,130
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 14 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James R. Martin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
23,096
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 23,096
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
23,096
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.9%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 15 of [ ] Pages
NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas James Martin
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
2 (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
202
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 202
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
202
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.01%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 16 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas J. Martin, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
15,803
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,803
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
15,803
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.6%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 17 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Thomas J. Martin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
37,279
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 37,279
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
37,279
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.4%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 18 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Morgan Motors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
7 SOLE VOTING POWER
5,065
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,065
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,065
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 19 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jerald L. Morgan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
9,117
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,117
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
9,117
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.3%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 20 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dr. Gerald R. Nolan, M.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
11,143
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,143
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.4%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 21 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard L. Schlott, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
5,672
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,672
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,672
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 22 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
David E. Schouweiler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
1,823
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,823
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,823
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 23 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeanne R. Schouweiler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
2,026
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,026
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,026
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 24 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Scot C. Schouweiler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
6,078
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,078
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,078
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 25 of [ ] Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SKBW Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
7 SOLE VOTING POWER
2,431
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 195,709
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,431
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,431
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.1%
14 TYPE OF REPORTING PERSON*
PN
Item 1. Security and Issuer.
The class of equity securities to which this
statement ("Statement") relates is the common stock, par
value $.01 per share (the "Shares"), of PhoneTel
Technologies, Inc., an Ohio corporation (the "Company"),
which has its principal executive offices at 1127 Euclid
Avenue, Cleveland, Ohio 44115.
Item 2. Identity and Background.
This Statement is filed by certain shareholders (the
"Shareholders") of the Company who entered into a Voting
Agreement dated as of January 17, 1996 (the "Voting
Agreement"). As of January 17, 1996, the Shareholders,
in the aggregate, beneficially owned 195,709 Shares
representing, as of such date, approximately 7.2% of the
total number of outstanding Shares. The Shareholders
include all of the former shareholders of Public
Telephone Company, an Indiana corporation ("Public"),
whose shares of Public common stock, no par value, were
converted into Shares pursuant to a certain Agreement and
Plan of Merger (the "Merger Agreement"), dated as of
October 16, 1995, by and among the Company, PhoneTel II,
Inc. ("Sub"), an Ohio corporation and a wholly owned
subsidiary of the Company, and Public. Under the Merger
Agreement, Sub was merged (the "Merger") with and into
Public. A copy of the Merger Agreement is filed as
Exhibit 2 hereto and is incorporated herein by reference.
The persons making this filing are doing so because
they may be deemed to constitute a "group" for purposes
of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Act"), as a result of their having
entered into the Voting Agreement. Except as expressly
stated herein, each of the Shareholders filing this
Statement disclaims beneficial ownership of the Shares
beneficially owned by any other Shareholder or any other
person.
The (a) name, (b) residence or business address, and
(c) present principal occupation or employment, and the
name, principal business and address of any corporation
or other organization in which such employment is carried
on of each of the Shareholders and of each other person
whose information is required to be included in this
Statement by the Securities and Exchange Commission (the
"Other Persons") are set forth in Appendix I attached
hereto and incorporated herein by reference.
(d)-(e) During the past five years, none of the
Shareholders or, to the best knowledge of the
Shareholders, none of the Other Persons, has been
convicted in a criminal proceeding or been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction which subjected any of the
Shareholders or any of the Other Persons 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.
(f) Each Shareholder and each Other Person that is
a natural person is a United States citizen.
Information with respect to each of the Shareholders
is given solely by the respective filing person, and no
Shareholder has responsibility for the accuracy or
completeness of information supplied by another
Shareholder.
Item 3. Source and Amount of Funds or Other
Consideration.
As described more fully in Item 2, all of the Shares
were acquired by the Shareholders in connection with the
Merger of Sub with and into Public.
Item 4. Purpose of Transaction.
The Voting Agreement (as defined in Item 2 above)
provides, among other things, that the Shareholders will
vote all Shares in favor of (i) calling or causing
PhoneTel to call a special meeting of shareholders to
occur on or before March 31, 1996 (the "Special
Meeting"), (ii) a proposal to increase the number of
directors of PhoneTel to eight, (iii) the election of
four directors designated by Stuart Hollander and Aron
Katzman to the Board of Directors of PhoneTel and (iv)
the grant of conversion rights which would attach to the
shares of 10% Non-Voting Preferred Shares, without par
value, of PhoneTel (the "Preferred Shares"). The
Preferred Shares were issued to the shareholders of World
Communications, Inc., a Missouri corporation ("WCI") in
connection with the merger of WCI with and into a wholly
owned subsidiary of PhoneTel.
The foregoing is a summary of the Voting Agreement.
Such summary is qualified in its entirety by reference to
the text of the Voting Agreement, a copy of which is
filed as Exhibit 3 hereto and is incorporated herein by
reference.
Pursuant to the Merger Agreement and related escrow
agreement, dated as of October 16, 1995 (the "Escrow
Agreement"), additional Shares were placed in an escrow
account (the "Escrow Shares") and are scheduled to be
released to the Shareholders, in two installments, upon
satisfaction of certain conditions and subject to
reduction by certain set-offs associated with the Merger.
The maximum allocation of Escrow Shares to each
Shareholder is set forth on Appendix II attached hereto
and incorporated herein by reference.
The foregoing is a summary of the Escrow Agreement.
Such summary is qualified in its entirety by reference to
the text of the Escrow Agreement, a copy of which is
filed as Exhibit 4 hereto and is incorporated herein by
reference.
In connection with the Merger, two Shareholders,
James R. Martin and Thomas J. Martin, entered into non-
competition agreements, dated as of October 16, 1995 (the
"Non-Competition Agreements"), with the Company. Under
James R. Martin's Non-Competition Agreement, he agreed to
certain restrictions relating to competition with, and
solicitation of business from, the Company, and agreed
not to reveal any confidential information about Public
for a specified term. In consideration of the agreements
contained in his Non-Competition Agreement, the Company
agreed to pay James R. Martin a combination of cash, a
note and 34,166 Shares (the "Non-Compete Shares"). The
Non-Compete Shares are payable on April 16, 1996. Except
for the amount of consideration, Thomas J. Martin's Non-
Competition Agreement is substantially similar to the
Non-Competition Agreement of James R. Martin. Thomas J.
Martin is entitled to receive 45,833 Non-Compete Shares
payable on April 16, 1996.
The foregoing is a summary of the Non-Competition
Agreements. Such summary is qualified in its entirety by
reference to the text of the Non-Competition Agreements,
copies of which are filed as Exhibit 5 hereto and
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
As of January 17, 1996, the Shareholders in the
aggregate beneficially owned 195,709 Shares or
approximately 7.2% of the approximately 2,700,300 Shares
outstanding as of such date.(1) If all of the Escrow
Shares are included in the prior calculation, the
Shareholders in the aggregate would have beneficially
owned 224,866 Shares or approximately 8.3% of the Shares
outstanding. Information with respect to the beneficial
ownership of Shares by each of the Shareholders is set
forth on Appendix II hereto which is incorporated herein
by reference. There have been no other transactions in
Shares by any Shareholder during the past sixty (60)
days. No person other than the Shareholder has the right
to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any
Shares beneficially owned by such Shareholder.
1 On December 27, 1995, the Company effectuated a
one-for-six reverse stock split. Throughout
the Statement, Share totals have been adjusted
to reflect the reverse stock split.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The discussions of the Voting Agreement, Escrow
Agreement, Merger Agreement and Non-Competition
Agreements which appear in Item 4 hereof are incorporated
into this Item 6.
In connection with the Merger, the Company and
Public entered into a registration rights agreement,
dated as of October 16, 1995 (the "Registration Rights
Agreement"), providing, among other things, the
mechanisms and timing for the registration of the Shares
under the Securities Act of 1933, as amended (the
"Securities Act"). A copy of the Registration Rights
Agreement is filed as Exhibit 6 hereto and incorporated
herein by reference. In addition, each of the
Shareholders has granted a limited Power of Attorney (the
"Power of Attorney") to Thomas J. Martin regarding
actions relating to the Merger Agreement and the Voting
Agreement. Copies of each of the Power of Attorney forms
are filed as Exhibit 7 hereto and are incorporated herein
by reference.
Item 7. Material to be filed as Exhibits.
1. Joint Filing Agreement.
2. Merger Agreement, dated as of October 16, 1995.
3. Voting Agreement, dated as of January 17, 1996.
4. Escrow Agreement, dated as of October 16, 1995.
5. Non-Competition Agreements, each dated as of
October 16, 1995.
6. Registration Rights Agreement, dated as of
October 16, 1995.
7. Power of Attorney forms.
SIGNATURE
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.
January 19, 1996
(Date)
/s/ Thosas J. Martin
(Signature)
Thomas J. Martin
on behalf of each of
the Shareholders**
** Evidence of the authority to sign on behalf of
each of the Shareholders is being filed with
the Securities and Exchange Commission
concurrently herewith as Exhibit 7 hereto.
EXHIBIT INDEX
Exhibit Page No.
1. Joint Filing Agreement.
2. Merger Agreement, dated as
of October 16, 1995.
3. Voting Agreement, dated as
of January 17, 1996.
4. Escrow Agreement, dated
of October 16, 1995.
5. Non-Competition Agreements, each dated as
of October 16, 1995.
6. Registration Rights Agreement, dated as
of October 16, 1995.
7. Power of Attorney forms.
Appendix I
Shareholders:
1. R. Kevin Ackerman
205 N. Michigan Avenue
Chicago, IL 60601
Mr. Ackerman works in sales for MCI, Inc.,
a telecommunications company, at the address
provided above.
2. Richard R. Bowlin
2300 W. Jefferson
Fort Wayne, IN 46802
Mr. Bowlin is the owner and manager of
Allen County Motors, a motor vehicle dealership,
at the address provided above.
3. Dr. W. Lloyd Bridges, M.D.
6535 E. Canal Points Lane
Fort Wayne, IN 46804
Dr. Bridges is a retired physician. 4,052
of Dr. Bridges' 6,078 Shares are held in trust.
Robert L. Bridges, an attorney with Cannezzaro,
Fraser and Bridges, a firm located at 302 South
Main Street, Marysville, Ohio 43040, is the
trustee for the trust and shares the power to
vote and dispose of the trust Shares with Dr.
Bridges.
4. Real Estate Development, Ltd.
515 W. Coliseum Blvd.
Fort Wayne, IN 46808
Real Estate Development, Ltd, an Indiana
limited partnership ("Real Estate"), holds and
manages certain investments of its partners.
The general partner of Real Estate is Karl W.
Schroeder. Mr. Schroeder is the operations
manager for Cutting Tools, Inc., a tool
manufacturing company, located at 2212 Wayne
Trace, Fort Wayne, IN 46803.
5. Richard W. Evans
515 W. Coliseum Blvd.
Fort Wayne, IN 46808
Mr. Evans is a sales associate with Evans
Toyota, a motor vehicle dealership, at the
address provided above.
6. Ryan M. Evans
515 W. Coliseum Blvd.
Fort Wayne, IN 46808
Mr. Evans is a sales associate with Evans
Toyota, a motor vehicle dealership, at the
address provided above.
7. Constance A. Gregory
13207 Liberty Mills Rd.
Fort Wayne, IN 46804
Mrs. Gregory is a housewife.
8. Samuel B. Gregory, Jr.
4011 W. Jefferson
Fort Wayne, IN 46801
Mr. Gregory is the owner of Gregory
Associates, Inc., an insurance agency, at the
address provided above.
9. Gerald Guyer
2131 S. Coliseum Blvd.
Fort Wayne, IN 46803
Mr. Guyer is the vice president of Phelps
Dodge, a motor vehicle dealership, at the
address provided above.
10. William R. Klaehn &
J. Yvonne Klaehn (as
joint tenants)
6756 Covington Creek Trail
Fort Wayne, IN 46804
Mr. Klaehn is a retired mortician. Mrs.
Klaehn is a housewife.
11. Marvin L. Komisarow
6734 Mallord Cove Lane
Fort Wayne, IN 46804
Mr. Komisarow is a retired business owner.
12. Dr. John E. Krueger, M.D.
5717 S. Anthony Blvd.
Fort Wayne, IN 46806
Dr. Krueger is a physician at Anthony
Medical Center, at the address provided above.
13. James R. Martin
1808 N. Wells
Chicago, IL 60614
Mr. Martin is a part-time consultant for
the Company. The address of the Company is
provided in Item I of this Statement and is
incorporated herein by reference.
14. Thomas James Martin
1400 Tallwood Avenue
Unit 103
Hollywood, FL 33021
Mr. Martin is retired.
15. Thomas J. Martin, Jr.
1515 Woodfield Rd. #860
Schaumburg, IL 60173
Mr. Martin is a computer consultant with
Object Design, a software development company,
at the address provided above.
16. Thomas J. Martin
6752 Covington Creek Trail
Fort Wayne, IN 46804
Mr. Martin is a manufacturers
representative for R-Tek, a sales agency
specializing in electronic components, at the
address provided above.
17. Morgan Motors, Inc.
8550 C.R. S. 700E
Salem, IN 47383
Morgan Motors, Inc. ("Morgan Motors"), an
Indiana corporation, holds and manages certain
investments on behalf of its principals. Lewis
G. Morgan is the chief executive officer and
president of Morgan Motors. Jerald L. Morgan is
the secretary and treasurer of Morgan Motors.
Lewis Morgan and Jerald Morgan also comprise
the company's board of directors. Lewis Morgan
is otherwise retired. Jerald Morgan is the
owner of Jerry's Dairy Freezer, as described
below.
18. Jerald L. Morgan
P.O. Box 187
Parker City, IN 47368
Mr. Morgan is the owner of Jerry's Dairy
Freezer, an ice cream shop, at the address
provided above. Mr. Morgan is also the
treasurer, secretary and a director of Morgan
Motors, as described above.
19. Dr. Gerald R. Nolan, M.D.
2631 Covington Club Court
Fort Wayne, IN 46804
Dr. Nolan is a retired physician.
20. Richard L. Schlott, Jr.
430 Turner Ave.
Glenn Ellyn, IL 60137
Mr. Schlott is the director of human
resources for M-B Sales, a consumer product
premium and promotions agency, located at 777
Oakmont Lane, Suite 1600, Westmont, IL 60559.
21. David E. Schouweiler
9009 Brockport Run
Fort Wayne, IN 46835
Mr. Schouweiler is the owner of Kingwood
Realty, Inc., a real estate sales company, at
the address provided above.
22. Jeanne R. Schouweiler
2719 Mallard Cove Lane
Fort Wayne, IN 46804
Mrs. Schouweiler is a housewife.
23. Scot C. Schouweiler
127 W. Berry Suite 400
Fort Wayne, IN 46802
Mr. Schouweiler is a manufacturers
representative for SCS Associates, Inc., a sales
agency specializing in electronic and mechanical
components, at the address provided above.
24. SKBW Partnership
SKBW Partnership ("SKBW") is a general
partnership, organized under the laws of
Indiana. The partners, Ed Beck, Dan Serban,
John Powell, Steve Williams and Tim Claxton
(collectively, the "Partners"), are all
attorneys at the firm of Shambaugh, Kast, Beck &
Williams, a law firm located at 200 East Main
Street, Suite 600, Fort Wayne, IN 46802. SKBW
holds and manages certain investments of the
Partners.
Appendix II
Individual Beneficial Ownership of PhoneTel Shares
Percentage
Number of Percentage Maximum of Shares
Shares of Shares Number Outstanding
Bene- Outstand- of (Including
ficially ing Escrow Escrow
Shareholder Owned Shares Shares)
R. Kevin Ackerman 202 .01% 30 .01%
Richard R. Bowlin 9,725 .4% 1,449 .4%
Dr. W. Lloyd Bridges, 6,078 .2% 905 .3%
M.D.1
Real Estate 2,026 .1% 302 .1%
Development, Ltd.
Richard W. Evans 1,013 .04% 151 .04%
Ryan M. Evans 1,013 .04% 151 .04%
Constance A. Gregory 2,431 .1% 362 .1%
Samuel B. Gregory, Jr. 13,979 .5% 2,083 .6%
Gerald Guyer 4,052 .2% 603 .2%
William R. Klaehn & J. 11,143 .4% 1,660 .5%
Yvonne Klaehn as joint
tenants
Marvin Komisarow 14,182 .5% 2,113 .6%
Dr. John E. Krueger, M.D. 10,130 .4% 1,509 .4%
James R. Martin 23,096 .9% 3,442 1.0%
Thomas James Martin 202 .01% 30 .01%
Thomas J. Martin, Jr. 15,803 .6% 2,355 .7%
Thomas J. Martin 37,279 1.4% 5,555 1.6%
Morgan Motors, Inc. 5,065 .2% 754 .2%
Jerald L. Morgan 9,117 .3% 1,358 .4%
Dr. Gerald R. Nolan, M.D. 11,143 .4% 1,660 .5%
Richard L. Schlott, Jr. 5,672 .2% 845 .2%
David E. Schouweiler 1,823 .1% 271 .1%
Jeanne R. Schouweiler 2,026 .1% 302 .1%
Scot C. Schouweiler 6,078 .2% 905 .3%
SKBW Partnership 2,431 .1% 362 .1%
Total 195,709 7.2% 29,157 8.3%
1. 4,052 of Dr. Bridges' Shares are held in trust. Voting and disposition
decisions concerning the trust Shares are shared with the trustee,
Robert L. Bridges. See Appendix I hereof for more information.
EXHIBIT 1
JOINT FILING AGREEMENT
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 each
other of this statement on Schedule 13D and to all
amendments to such Schedule 13D and that such statement
on Schedule 13D and all amendments to such statement is
made on behalf of each of them.
Dated: January 18, 1996
By: /s/ Thomas J. Martin
(Signature)
__________________________
Thomas J. Martin
on behalf of each
of the Shareholders(1)
__________________
1 Evidence of the authority to sign on behalf of each
of the Shareholders is being filed with the
Securities and Exchange Commission concurrently
herewith.
EXHIBIT 2
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
PHONETEL TECHNOLOGIES, INC.,
PHONETEL II, INC.
AND
PUBLIC TELEPHONE CORPORATION
DATED OCTOBER 16, 1995
TABLE OF CONTENTS
PAGE
ARTICLE I
TERMS OF MERGER; THE CLOSING
1.1 Merger . . . . . . . . . . . . . . . . . . 4
1.2 Consideration . . . . . . . . . . . . . . . 4
1.3 Certificates . . . . . . . . . . . . . . . 6
1.4 Closing . . . . . . . . . . . . . . . . . . 6
1.5 Deliveries by PTC and Shareholders . . . . 7
1.6 Deliveries by Buyer and PhoneTel . . . . . 7
1.7 Related Matters . . . . . . . . . . . . . . 8
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
2.1 Organization and Standing; Subsidiaries . . 9
2.2 Organizational Documents and Corporate
Records . . . . . . . . . . . . . . . . . . 10
2.3 Authorization . . . . . . . . . . . . . . . 11
2.4 Seller Capitalization . . . . . . . . . . . 11
2.5 Consents and Approvals; No Violation . . . 12
2.6 Absence of Undisclosed Liabilities . . . . 13
2.7 Absence of Certain Changes or Events . . . 14
2.8 Compliance with Laws and Permits . . . . . 14
2.9 Litigation and Arbitration . . . . . . . . 15
2.10 Brokers . . . . . . . . . . . . . . . . . . 16
2.11 Seller Phones . . . . . . . . . . . . . . . 17
2.12 Telco Charges and Location Commission . . . 17
2.13 Disclosure . . . . . . . . . . . . . . . . 17
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER AND PHONETEL
3.1 Organization and Standing; Subsidiaries . . 18
3.2 Authorization . . . . . . . . . . . . . . . 19
3.3 Capitalization . . . . . . . . . . . . . . 19
3.4 Consents and Approvals; No Violation . . . 21
3.5 Absence of Undisclosed Liabilities . . . . 22
3.6 Absence of Certain Changes of Events . . . 23
3.7 Compliance with Laws and Permits . . . . . 23
3.8 Litigation and Arbitration . . . . . . . . 24
3.9 Telco Charges and Location Commissions . . 25
ARTICLE IV
FURTHER ASSURANCES; COOPERATION
4.1 Further Assurances; Cooperation . . . . . . 26
4.2 Expenses . . . . . . . . . . . . . . . . . 26
ARTICLE V
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
5.1 Survival of Representations and
Warranties . . . . . . . . . . . . . . . . 27
5.2 Indemnification of Buyer . . . . . . . . . 27
5.3 Indemnification of Seller Shareholders . . 28
5.4 Assertion of Claims . . . . . . . . . . . . 28
ARTICLE VI
MISCELLANEOUS
6.1 Parties in Interest; No Third Party
Beneficiaries . . . . . . . . . . . . . . . 29
6.2 Exhibits and Disclosure Schedule . . . . . 30
6.3 Entire Agreement . . . . . . . . . . . . . 30
6.4 Waiver of Compliance . . . . . . . . . . . 30
6.5 Enforceability . . . . . . . . . . . . . . 31
6.6 Counterparts . . . . . . . . . . . . . . . 32
6.7 Headings . . . . . . . . . . . . . . . . . 32
6.8 Governing Law . . . . . . . . . . . . . . . 32
6.9 Notices . . . . . . . . . . . . . . . . . . 32
ARTICLE VII
DEFINITIONS
7.1 Definitions . . . . . . . . . . . . . . . . 34
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this
"Agreement") is entered into on this 16th day of October,
1995, by and among PhoneTel Technologies, Inc.
("PhoneTel"), an Ohio corporation, PhoneTel II, Inc.
("Sub" or "Buyer"), an Ohio corporation and wholly-owned
subsidiary of PhoneTel, and Public Telephone Corporation
("PTC" or "Seller"), an Indiana corporation.
WHEREAS, the parties hereto desire that Sub be
merged with and into PTC in accordance with the terms and
conditions herein contained; and
WHEREAS, it is intended that the Merger shall
qualify as a tax-free reorganization pursuant to Section
368 (a) of the Code (as defined herein), and this
Agreement is intended to be and hereby is adopted as a
plan of reorganization within the meaning of Section 368
of the Code.
NOW, THEREFORE, in consideration of the
premises and the representations, warranties, covenants
and agreements herein contained, the parties hereto agree
as follows:
ARTICLE I
TERMS OF MERGER; THE CLOSING
1.1 Merger. On the date hereof, Sub shall be
merged into and with PTC (the "Merger"). PTC shall be
the surviving corporation of the Merger and shall
continue to exist and to be governed by the laws of the
State of Indiana. The Merger shall be consummated
pursuant to the terms of this Agreement and the Articles
of merger (substantially in the form attached hereto as
Exhibit A) (the "Articles of Merger"), all of which shall
have been approved and adopted by the Board of Directors
and shareholders of PTC, and the Board of Directors of
PhoneTel and Buyer. The Merger shall become effective
upon filing the Articles of Merger with the Secretary of
State of the State of Indiana (the "Secretary of State")
in accordance with the Indiana Business Corporation Law
(the "Effective Time"). At the Effective Time, the
separate corporate existence of Sub shall cease and PTC
shall continue as the surviving corporation of the merger
and a direct wholly-owned subsidiary of PhoneTel (which
shall continue to operate under the name Public Telephone
Corporation).
1.2 Consideration. Shareholders of PTC (the
"Shareholders"), listed on Exhibit B attached hereto,
shall be entitled to receive, in the aggregate, 1,349,290
shares ("Shares"), of PhoneTel common stock, $.01 par
value (the "Consideration"), in exchange for all of the
shares of common stock, no par value, of PTC (the "Seller
Shares"). Provided, however, that the Consideration will
be reduced by the aggregate amount of any liabilities of
the Seller (including, but not limited to, payables and
costs of termination and non-competition agreements)
which are in excess of $2,212,230 and which are not
offset by cash or cash equivalents (including, but not
limited to, receivables) and provided also that the
escrowed shares will be remitted to Phonetel in
applicable amounts to effect any such purchase price
reduction; such adjustment shall not take effect until
the aggregate amount of excess liabilities is at least
$50,000 greater than the value of any unrecorded amounts
which become due and payable to PTC subsequent to the
closing as proceeds pursuant to settlements and/or
judgments resulting from actions settled or pending as of
the date hereof against the City of Chicago, Illinois and
Ameritech, and orders issued by the Illinois Commerce
Commission, the FCC and the Michigan Taxing Authority
concerning retroactive tax credits.
1.3 Certificates. Certificates representing
(i) the number of Shares constituting the Consideration
(ii) less 175,000 Shares shall be delivered to a
representative designated by the shareholders (the
"Shareholder Representative"), to be distributed on a pro
rata basis to each Shareholder, as soon as practicable
after Closing, in accordance with the percentages set
forth opposite each Shareholder's name on Exhibit B.
Certificates representing 175,000 Shares (the "Escrow
Shares") will be delivered to Shambaugh, Kast, Beck &
Williams, as Escrow Agent, (the "Escrow Agent") pursuant
to an escrow agreement being entered into simultaneously
herewith in substantially the form attached hereto as
Exhibit E.
1.4 Closing. The consummation of the
transactions contemplated hereby (the "Closing") is
taking place at the offices of Skadden, Arps, Slate,
Meagher & Flom, 919 Third Avenue, New York, NY 10022 on
October 16, 1995 (the "Closing Date"), simultaneously
with the execution of this Agreement, the Certificate of
Merger and the other agreements, documents, instruments
and writings executed and delivered pursuant hereto or in
connection herewith (collectively the "Other Documents").
1.5 Deliveries by PTC and Shareholders. PTC
and the Shareholders are delivering the following to
Buyer and PhoneTel:
(a) Stock certificates representing all of
the Seller Shares, accompanied by stock powers (duly
endorsed in blank) or other duly executed instruments of
transfer;
(b) A Stockholder Representations and
Warranties Certificate from each Shareholder, in
substantially the form attached hereto as Exhibit C;
(c) A certificate, duly executed by an
officer of PTC, representing to Buyer and PhoneTel that
Exhibit B is an accurate and complete list of all
Shareholders and that there are no other Seller Shares
issued and outstanding; and
(d) Certified resolutions of the Board of
Directors and the Shareholders of PTC approving this
Agreement, the other Documents and the transactions
contemplated hereby and thereby.
1.6 Deliveries by Buyer and PhoneTel. Buyer
and PhoneTel are delivering or will deliver the following
to Seller:
(a) 1,174,290 Shares, for distribution to
Seller Shareholders;
(b) 175,000 Shares for delivery to the
Escrow Agent;
(c) Certified resolutions of the Board of
Directors and Shareholders of Buyer, approving this
Agreement and the Other Documents and transactions
contemplated hereby and thereby;
(d) Certified resolutions of the Board of
Directors of PhoneTel approving this Agreement, the Other
Documents and the transactions contemplated hereby and
thereby; and
(e) The Certificate of Merger, to be filed
with the Secretary of State.
1.7 Related Matters.
(a) Non-Competition Agreements. At the
closing, Thomas J. Martin and James R. Martin are
entering into the agreements to not compete with PhoneTel
which are attached hereto as Exhibits F and G,
respectively, (the "Non-Competition Agreements").
(b) Registration Rights Agreement. At the
Closing, PhoneTel and Buyer are entering into the
registration rights agreement which is attached hereto as
Exhibit E (the "Registration Rights Agreement")
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer and
PhoneTel as follows:
2.1 Organization and Standing; Subsidiaries.
(a) Seller is a corporation duly
organized, validly existing and in good standing under
the laws of the State of Indiana. Seller has all
requisite corporate power and authority to own, lease and
operate the properties and assets it now owns, operates
and leases and to carry on its business and operations as
currently and heretofore conducted. Schedule 2.1 is a
complete listing of all jurisdictions in which Seller is
presently doing business. Seller is duly qualified or
licensed to do business and is in good standing in all
such jurisdictions.
(b) Seller has no subsidiaries. As used
in this Agreement, a subsidiary of an entity shall mean
(i) any corporation for which such entity (or any
subsidiary of such entity) is entitled to elect a
majority of the directors, by virtue of its ownership of
more than 50% of the outstanding securities having
ordinary voting power, or otherwise, or (ii) any
partnership, joint venture or other entity which such
entity (or any subsidiary of such entity) controls, by
virtue of its ownership of more than 50% of the entity,
or otherwise.
(c) Seller has taken all actions necessary
to enable Buyer to assume, without any adverse effect,
all of Seller's rights and interests in all joint
ventures.
2.2 Organizational Documents and Corporate
Records.
(a) Seller has heretofore delivered to
Buyer complete and correct copies of the Articles of
Incorporation and Bylaws of Seller, as currently in
effect and including all amendments thereto. The minute
books of Seller have been made available to Buyer for its
inspection and contain complete and correct records of
all meetings, and consents in lieu of a meeting, of
Seller's Board of Directors (and any committees thereof)
and of Seller's shareholders held or executed since
Seller's incorporation, and such records accurately
reflect all transactions referred to therein. The stock
books and ledgers of Seller have been made available to
Buyer for its inspection, and such books and ledgers are
complete and correct in all material respects.
(b) Seller has made available to Buyer all
accounting, corporate and financial books and records
(the "Accounting Books and Records") which relate to the
business of Seller.
2.3 Authorization. Seller has the requisite
corporate power and authority to execute, deliver and
perform its obligations under this Agreement and the
Other Documents and to consummate the transactions
contemplated hereby and thereby. All corporate
proceedings on the part of Seller which are necessary to
execute, deliver and perform this Agreement and the other
Documents and to consummate the transactions contemplated
hereby and thereby have been duly authorized and taken.
Upon execution, this Agreement and all Other Documents to
which Seller is a party will constitute valid and binding
obligations of Seller and shall be enforceable against
Seller in accordance with their terms.
2.4 Seller Capitalization. As of the date
hereof, the authorized capital stock of Seller consists
of 15,000,000 shares of Class A common stock, no par
value ("Seller Shares"), 100,000 shares of Class B common
stock, no par value, and 10,000,000 shares of preferred
stock, no par value. 966 Seller Shares are issued and
outstanding as of the date hereof, all of which are owned
by the Shareholders. Seller has no other class of
capital stock authorized or outstanding. None of
Seller's shares of capital stock have been reserved for
any purpose. All outstanding Seller Shares are duly
authorized, validly issued, fully paid and nonassessable
and were not issued in violation of any preemptive
rights. There are no (i) options, warrants, calls,
commitments, or rights of any character to purchase or
otherwise acquire from Seller shares of capital stock of
any class, (ii) outstanding securities of Seller that are
convertible into or exchangeable or exercisable for
shares of any class of capital stock of Seller, (iii)
options, warrants or other rights to purchase from Seller
any such convertible or exchangeable securities, (iv)
contracts, commitments, agreements, understandings or
arrangements of any kind relating to the issuance of any
capital stock of Seller, nor (v) options, warrants or
rights, pursuant to which, in any of the foregoing cases,
Seller is or would be subject or bound.
2.5 Consents and Approvals; No Violation.
Neither the execution and delivery of this Agreement and
the Other Documents, nor the consummation of the
transactions contemplated hereby or thereby, nor
compliance with any of the provisions hereof, will (a)
conflict with any provision of the Articles of
Incorporation or Bylaws (or other similar organizational
documents) of Seller, (b) require any consent, waiver,
approval, authorization or Permit of, or filing with or
notification to, or any other action by, any Governmental
Authority by Seller, (c) violate any Law or any
restriction imposed by any Governmental Authority which
might be applicable to Seller, or by which any of
Seller's business, properties or assets may be bound or
affected nor (d) violate, breach, or conflict with, or
constitute (with or without due notice or lapse of time
or both) a default (or give rise to any right of
termination, cancellation or acceleration of any
obligation to pay or result in the imposition of any
Encumbrance upon any of the property) under any of the
terms, conditions or provisions of any note, bond,
mortgage, indenture, Encumbrance, contract, Permit, order
or other instrument or obligation to which Seller is a
party or by which any of Seller's business, properties or
assets may be bound or affected
2.6 Absence of Undisclosed Liabilities.
Schedule 2.6 of the Disclosure Schedule
sets forth a true, complete and accurate list of all
liabilities of Seller at the Closing, including all
Encumbrances attaching to any of Seller's Assets. Except
as set forth on Schedule 2.6 of the Disclosure Schedule,
Seller had no liabilities arising from or relating to its
business and operations of any nature (whether absolute,
accrued, fixed, contingent, liquidated, unliquidated or
otherwise and whether due or to become due) and any and
all liabilities or obligations incurred since June 30,
1995 were incurred in the ordinary course of business and
consistent with past practice.
2.7 Absence of Certain Changes or Events.
Except as set forth on Schedule 2.7 of the Disclosure
Schedule, since June 30, 1995:
(i) Seller has operated its business in
the ordinary course consistent with past practice;
(ii) there has not been any material
adverse change in the business, results of
operations, assets, liabilities, financial condition
or (except for matters which apply to United States
businesses generally) any material adverse change in
the prospects of Seller; and
(iii) Seller has not incurred any material
damage, destruction or loss (whether or not covered
by insurance) to its owned or leased property or
assets.
2.8 Compliance with Laws and Permits.
(a) The business and operation of Seller
have been conducted and are now being conducted in all
material respects in compliance with all Laws and Orders
of all Governmental Authorities having jurisdiction over
Seller and all Permits relating to any of its properties
or applicable to its business.
(b) Seller possesses all Permits necessary
to own and operate its property and assets and to conduct
its business as it is currently conducted. Such Permits
are valid, subsisting in full force and effect, and
Seller has fulfilled its material obligations under each
of the Permits, and no event has occurred or condition or
state of facts exists which constitutes or, after notice
or lapse of time or both, would constitute a default or
violation under any of the Permits or would permit
revocation or termination of any of the Permits. No
proceeding which might involve the revocation or
termination of any such Permits is pending or, to the
knowledge of Seller, threatened.
(c) Seller has made all filings and
received all approvals relating to the Permits which are
necessary in order for Buyer to legally and validly own
and operate the property and assets of Seller and to
conduct Seller's business as it is currently and has
heretofore been conducted.
2.9 Litigation and Arbitration.
(a) No claim, action, cause of action,
suit, proceeding, inquiry, investigation or Order by or
before any Governmental Authority, administrative body or
arbitration or mediation panel is pending or, to the best
of Seller's knowledge, threatened, against Seller or
which is otherwise pending or threatened and might affect
the business, operations, or assets of Seller, except as
set forth on Schedule 2.9 of the Disclosure Schedule. No
order of any Governmental Authority, arbitrator or
mediator is outstanding against Seller, its business,
operations or assets. Seller has no knowledge of any
fact or circumstance which would reasonably be expected
to result in any other claim, action, cause of action,
suit, proceeding, inquiry, investigation or Order being
filed which would be against Seller or which might affect
its business, operations or assets.
(b) To the best of Seller's knowledge, no
claim, action, suit, proceeding, inquiry or investigation
has been instituted which threatens to restrain or
prohibit or to otherwise challenge the legality or
validity of the transactions contemplated by this
Agreement or the Other Documents.
2.10 Brokers. Seller has no obligation to pay
any brokers, finders, investment bankers, financial
advisors or similar fee in connection with this Agreement
or the other Documents or the transactions contemplated
hereby or thereby, by reason of any action taken by or on
behalf of Seller.
2.11 Seller Phones. There were at least 1200
Seller Phones in operation as of the close of business on
September 30, 1995. A complete and accurate list of all
Seller Phones is attached hereto as Schedule 2.11 of the
Disclosure Schedule. The aggregate monthly gross revenue
as of the date of closing divided by the number of Seller
Phones is greater than $150.00, provided, however, that
Buyer shall have no action against Seller unless the
aggregate monthly gross revenue divided by the number of
Seller Phones is less than $145.00 as of the date of
closing.
2.12 Telco Charges and Location Commission.
Seller has paid all telephone line charges to the local
exchange companies and commissions to site location
owners which are due and payable as of the Closing,
except as set forth on Schedule 2.12 of the Disclosure
Schedule, or, if not so paid, such unpaid charges and
commissions are immaterial and not likely to have a
material adverse effect upon the operations of the
business of PTC.
2.13 Disclosure. Seller has disclosed to
PhoneTel and Buyer any and all facts which are material
to Seller's business, results of operations, assets,
Liabilities, and financial condition. No representation
or warranty by Seller in this Agreement (including the
Disclosure Schedule) and no statement by Seller in any of
the Other Documents or previously disclosed to PhoneTel
or Buyer, contains any untrue statement of a material
fact or omits to state any material fact necessary in
order to make the statements made herein or therein, in
light of the circumstances under which they were made,
not misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER AND PHONETEL
PhoneTel and Buyer represent and warrant to
Seller as follows:
3.1 Organization and Standing; Subsidiaries.
Buyer is a corporation duly organized,
validly existing and in good standing under the laws of
the State of Ohio. Buyer has all requisite corporate
power and authority to own, lease and operate the
properties and assets it now owns, operates and leases
and to carry on its business and operations as currently
and heretofore conducted. Schedule 3.1 is a complete
listing of all jurisdictions in which Buyer is presently
doing business, and Buyer is duly qualified or licensed
to do business and is in good standing in all such
jurisdictions.
3.2 Authorization. Buyer has the requisite
corporate power and authority to execute, deliver and
perform their obligations under this Agreement and the
Other Documents and to consummate the transactions
contemplated hereby and thereby. All corporate
proceedings on the part of Buyer which are necessary to
execute, deliver and perform this Agreement and the Other
Documents and to consummate the transactions contemplated
hereby and thereby have been duly authorized and taken.
Upon execution, this Agreement and the Other Documents
will constitute valid and binding obligations of Buyer
and shall be enforceable against Buyer in accordance with
their terms.
3.3 Capitalization.
(a) As of the date hereof, the authorized
capital stock of Buyer consists of (i) 22,500,000 Shares,
14,497,107 of which are issued and outstanding, and (ii)
2,500,000 shares of Preferred Stock, $.01 par value, of
which (A) 2,125 shares have been designated Preferred
Stock, $100 par value, of which no shares are
outstanding; (B) 6,500 shares have been designated
Convertible Preferred Stock, without par value, $100
stated value, cumulative and redeemable, of which no
shares are outstanding; (C) 3,880 shares have been
designated Preferred Stock, without par value, $1,000
stated value, cumulative and redeemable, of which 1,496
shares are outstanding; (D) 16,000 shares have been
designated as Preferred Stock, without par value, $100
stated value, cumulative and redeemable, of which 12,200
shares are outstanding; (E) 2,500 shares have been
designated 7% Convertible Preferred Stock, without par
value, $100 stated value, cumulative and redeemable, all
of which shares are outstanding; (F) 550,000 shares have
been designated as 10% Non-Voting Preferred Stock,
without par value, of which 530,534 shares are
outstanding; and (G) 1,918,995 shares are not yet
designated nor issued. PhoneTel has no other class of
capital stock authorized or issued and outstanding. All
of the PhoneTel shares of capital stock issued are duly
authorized and validly issued, fully paid, nonassessable
and not issued in violation of any preemptive rights.
(b) Except as set forth in Schedule
3.3(b), there are no (i) options, warrants, calls,
commitments or right of any character to purchase or
otherwise acquire from PhoneTel any shares of its capital
stock, (ii) outstanding securities of PhoneTel that are
convertible into or exchangeable or exercisable for
shares of any class of stock of PhoneTel, (iii) options,
warrants or other rights to purchase from PhoneTel any
such convertible or exchangeable securities, (iv)
contracts, commitments, agreements, understandings or
arrangements of any kind relating to the issuance of any
capital stock of PhoneTel nor (v) any options, warrants
or rights, pursuant to which, in any of the foregoing
cases, PhoneTel is or would be subject or bound; no other
shares of PhoneTel's capital stock have been reserved for
any purpose.
3.4 Consents and Approvals; No Violation.
Except as set forth on Schedule 3.4 of the Disclosure
Schedule, neither the execution and delivery of this
Agreement and the other Documents, nor the consummation
of the transactions contemplated hereby or thereby, nor
compliance with any of the provisions hereof, will
conflict with any provision of the Articles of
Incorporation or Code of Regulations (or other similar
organizational documents) of Buyer, (b) require any
consent, waiver, approval, authorization or Permit of, or
filing with or notification to, or any other action by,
any Governmental Authority by Buyer, (c) violate any Law
of any Governmental Authority which is applicable to
Buyer, or by which any of Buyer's business, properties or
assets may be bound or affected nor (d) violate, breach,
or conflict with, or constitute (with or without due
notice or lapse of time or both) a default (or give rise
to any right of termination, cancellation or acceleration
of any obligation to pay or result in the imposition of
any Encumbrance upon any of the property) under any of
the terms, conditions or provisions of any note, bond,
mortgage, indenture, Encumbrance, contract, Permit, Order
or other instrument or obligation to which Buyer is a
party or by which any of the business, properties or
assets of Buyer may be bound or affected.
3.5 Absence of Undisclosed Liabilities.
(a) Except as set forth on Schedule 3.5
(a) of the Disclosure Schedule, (i) Buyer had no
liabilities arising from or relating to its business and
operations of any nature (whether absolute, accrued,
fixed, contingent, liquidated, unliquidated or otherwise
and whether due or to become due) which were not
reflected in the financial statements (the "PhoneTel
Financial Statements") from Form 10QSB for the quarter
ended June 30, 1995, and (ii) any liability or obligation
incurred since June 30, 1995, was incurred in the
ordinary course of its business and consistent with past
practice.
(b) Schedule 3.5 (b) of the Disclosure
Schedule sets forth a true, complete and accurate list of
all liabilities of Buyer as of September 22, 1995.
3.6 Absence of Certain Changes of Events.
Except as set forth on Schedule 3.6 of the Disclosure
Schedule, since June 30, 1995:
(i) Buyer has operated its business in the
ordinary course consistent with past practice;
(ii) there has not been any material
adverse change in the business, results of
operations, assets, liabilities, financial condition
or (except for matters which apply to United States
businesses generally) any material adverse change in
the prospects of PhoneTel; and
(iii) Buyer has not incurred any material
damage, destruction or loss (whether or not covered
by insurance) to its owned or leased property or
assets.
3.7 Compliance with Laws and Permits.
(a) Except as set forth on Schedule 3.7
(a) of the Disclosure Schedule, the business and
operation of Buyer have been conducted and are now being
conducted in all material respects in compliance with all
Laws and Orders of all Governmental Authorities having
jurisdiction over Buyer and all Permits relating to any
of its properties or applicable to its business.
(b) Except as set forth on Schedule 3.7(b)
of the Disclosure Schedule, Buyer possesses all Permits
necessary to own and operate its property and assets and
to conduct its business as it is currently conducted.
Such Permits are valid, subsisting in full force and
effect, and Buyer has fulfilled its material obligations
under each of the Permits, and no event has occurred or
condition or state of facts exists which constitutes or,
after notice or lapse of time or both, would constitute a
default or violation under any of the Permits or world
permit revocation or termination of any of the Permits.
No proceeding which might involve the revocation or
termination of any such Permits is pending or, to the
knowledge of Buyer, threatened.
(c) Except as set forth on schedule 3.7(c)
of the Disclosure Schedule, Buyer has made all filings
and received all approvals in connection with the Permits
which are necessary for Buyer to own and operate the
property and assets of Buyer and to conduct Buyer's
business as it is currently and has heretofore been
conducted.
3.8 Litigation and Arbitration.
(a) No claim, action, cause of action,
suit, proceeding, inquiry, investigation or Order by or
before any Governmental Authority, administrative body or
arbitration or mediation panel is pending or, to the best
of Buyer's knowledge, threatened, against Buyer, except
as set forth on Schedule 4.8 of the Disclosure Schedule.
No Order of any Governmental Authority, arbitrator or
mediator is outstanding against Buyer, its business,
operations or assets. Buyer has no knowledge of any fact
or circumstance which could reasonably be expected to
result in any other claim, action, cause of action, suit,
proceeding, inquiry, investigation or Order, against
Buyer or affect its business, Operations or assets.
(b) To the best of Buyer's knowledge, no
claim, action, suit, proceeding, inquiry or investigation
has been instituted which threatens to restrain or
prohibit or to otherwise challenge the legality or
validity of the transactions contemplated by this
Agreement or the Other Documents.
3.9 Telco Charges and Location Commissions.
PhoneTel has paid all telephone line charges to the local
exchange companies and commissions to site location
owners which are due and payable as of the Closing,
except as set forth on Schedule 3.9 of the Disclosure
Schedule, or if not so paid, such unpaid charges and
commissions are immaterial and not likely to have a
material adverse effect upon the operations of the
business of PhoneTel.
ARTICLE IV
FURTHER ASSURANCES; COOPERATION
4.1 Further Assurances; Cooperation.
(a) The parties shall from time to time
after the Closing, upon the request of any other party
and without further consideration, execute, acknowledge
and deliver in proper form any further instruments or
documents, and take such further actions as such other
party may reasonably require, to carry out effectively
the intent of this Agreement and the other Documents.
4.2 Expenses. Any expenses incurred by the
parties in connection with or execution of this Agreement
and the Other Documents and the consummation of the
transactions contemplated hereby and thereby, including
expenses of accountants, counsel, brokers, finders,
financial advisors and other representatives shall be
paid by the parties incurring such expenses.
ARTICLE V
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
5.1 Survival of Representations and
Warranties. All representations and warranties of
Seller, Buyer contained herein or made pursuant hereto
shall survive the Closing and any investigation at any
time made by or on behalf of any party hereto until the
earlier of (i) six months from the date hereof or (ii)
with respect to representations of Seller which affect
the tax liabilities of Buyer, two years from the date
hereof. Notwithstanding the foregoing, if a claim with
respect to a breach of a representation and warranty is
made within the applicable period in accordance with the
provisions hereinafter set forth, such claim and any
related claim may continue to be asserted after such
period.
5.2 Indemnification of Buyer. The
Shareholders of Seller agree to indemnify Buyer from any
Losses incurred by reason of any breach of representation
and warranty or covenant of Seller contained herein;
provided, however, that Buyer shall have a claim only for
the value of the loss or losses which, in the aggregate,
exceed $100,000. The escrowed shares will be available
to buyer for the settlement of any claims pursuant to
Section 5.4, in addition to any other remedies to which
the buyer may be entitled.
5.3 Indemnification of Seller Shareholders.
Buyer agrees to indemnify Seller's shareholders from any
Losses incurred by reason of any breach of a
representation and warranty or covenant of Buyer
contained herein; provided, however, that a party shall
have a claim only for the value of the loss or losses
which, in the aggregate, exceed $100,000.
5.4 Assertion of Claims.
(a) The parties shall be free to bring
all differences of interpretation and disputes arising in
connection with this Agreement to the attention of the
other at any time without prejudicing their harmonious
relationship and operations hereunder, and the good
offices and facilities of either party shall be available
at all times for the prompt and effective adjustment of
any and all such differences, either by mail, telephone
or personal meeting under friendly and courteous
circumstances.
(b) If a party claims ("Claiming Party")
that it is entitled to indemnification under this
Article, notice of such claim (the "Claim") shall be
given to the party from whom the Claiming Party seeks
indemnification. The parties shall negotiate in good
faith to determine the validity and the value of the
Claim. If the parties cannot reach an agreement as to
the value of the Claim, then the Claim shall be submitted
to a mutually acceptable party for arbitration in
accordance with the Commercial Rules of the American
Arbitration Association, and the decision of such
arbitrator shall be final and binding upon the parties
for all arbitration rulings awarding less than $100,000
in damages. The prevailing party in any action brought
before an arbitrator or any court shall be entitled to
recover such costs, including fees and expenses of
counsel.
ARTICLE VI
MISCELLANEOUS
6.1 Parties in Interest; No Third Party
Beneficiaries.
(a) This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the
parties hereto and their respective successors and
permitted assigns. This Agreement and the rights and
obligations of Seller, Buyer hereunder may not be
assigned by any of the parties hereto without the prior
written consent of the other parties, except that the
Buyer may assign its rights and obligations hereunder to
a designated wholly-owned subsidiary at any time.
(b) This Agreement is not intended, nor
shall it be construed, to confer any rights or remedies
under or by reason of this Agreement upon any Person
except (i) the parties hereto, (ii) the shareholders of
Seller and Buyer and (iii) their heirs, successors and
permitted assigns.
6.2 Exhibits and Disclosure Schedule. All
Exhibits attached hereto and the Disclosure Schedule
referred to herein are hereby incorporated in and made a
part of this Agreement as if set forth in full herein.
6.3 Entire Agreement. This Agreement and the
Other Documents, including all Exhibits, documents,
schedules, certificates and instruments referred to
herein or therein, embody the entire agreement and
understanding of the parties hereto in respect of the
transactions contemplated by this Agreement. This
Agreement supersedes all prior agreements, arrangements
and understandings of the parties with respect to such
transaction.
6.4 Waiver of Compliance. No amendment,
modification, alteration, supplement or waiver of
compliance with any obligation, covenant, agreement,
provision or condition hereof or consent pursuant to this
Agreement shall be effective unless evidenced by an
instrument in writing executed by all of the parties
hereto, or, in the case of a waiver the party against
whom enforcement of any waiver is sought. Any waiver or
failure to insist upon strict compliance with such
obligations, covenant, agreement, provision or condition
shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.
6.5 Enforceability. If any term, provision,
covenant or restriction of this Agreement or the
application thereof to any person or circumstance should
be held by an administrative agency or court of competent
jurisdiction to be invalid, void, or unenforceable, then
the remainder of this Agreement and the application of
such term, provision, covenant, or restriction to other
persons or circumstances shall not be affected thereby,
but rather shall be enforced to the greatest extent
permitted by law. Further, it is the intent of the
parties that if any term, provision, covenant, or
restriction of the Agreement should be held to be
invalid, void, or unenforceable as applied to any person
or circumstance, then such term, provision, covenant, or
restriction shall be modified to the minimum extent
necessary in order to render the same enforceable,
consistent with the expressed objectives of the parties
hereto for entering into this Agreement.
6.6 Counterparts. This Agreement may be
executed in any number of counterparts, each of which
shall be deemed an original but all of which together
shall constitute one and the same instrument.
6.7 Headings. The table of contents, article
and section headings contained in this Agreement are for
convenience only and shall not control or affect in any
way the meaning or interpretation of the provisions of
this Agreement.
6.8 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the state of New York without giving effect to the
conflicts of law principles thereof.
6.9 Notices. All notices, requests, claims,
demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given (i)
at the time of delivery if personally delivered or
telecopied (with confirmation of receipt), (ii) the next
day, if delivered by nationally-recognized overnight
express service, or (iii) in five (5) days, if sent by
registered or certified mail (postage prepaid, return
receipt requested) to the parties at the following
addresses:
(a) If to PhoneTel to:
PhoneTel Technologies, Inc.
650 Statler Office Building
1127 Euclid Avenue
Cleveland, Ohio 44115
Telephone Number: (216) 241-2555
Facsimile Number: (216) 241-2574
Attn: Daniel Moos
with copy to:
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Telephone Number: (212) 735-3000
Facsimile Number: (212) 735-2000
Attn: N. J. Terris, Esq.
(b) if to PTC:
Public Telephone Corporation
Fort Wayne, Indiana
Telephone Number: (219) 436-0750
Facsimile Number: (219) 432-4084
Attn: President
with copy to:
Shareholder Representative/Thomas J. Martin
Thomas J. Martin
6752 Covington Creek Trail
Fort Wayne, Indiana 46804
Telephone Number: (219) 432-2455
Facsimile Number: (219) 432-4084
with copy to:
Shambaugh, Kast, Beck & Williams
600 Standard Federal Plaza
P. O. Box 11648
Fort Wayne, Indiana 46859-1648
(219) 423-1430
Attention: Edward E. Beck, Esq.
or to such other address as the person to whom notice is
to be given may have previously furnished to the other in
writing in the manner set forth above, provided that
notice of a change of address shall be, deemed given only
upon receipt.
ARTICLE VII
DEFINITIONS
7.1 Definitions. For purposes of this
Agreement, the following terms shall have the meanings
set forth below (such meanings to be equally applicable
to both the singular and plural forms of the terms
defined):
"Buyer" shall mean PhoneTel II, Inc., an Ohio
corporation and a wholly-owned subsidiary of PhoneTel.
"Certificate of Merger" shall have the meaning
set forth in Section 1.1 hereof.
"Closing" shall have the meaning set forth in
Section 1.4 hereof.
"Closing Date" shall have the meaning set forth
in Section 1.4 hereof.
"Code" shall mean the Internal Revenue Code of
1986, as amended.
"Disclosure Schedule" shall mean the disclosure
schedule delivered in connection herewith.
"Encumbrance" shall mean any lien, encumbrance,
proxy, voting trust arrangement, pledge, security
interest, collateral security agreement, financing
statement (and similar notices) filed with any
Governmental Authority, claim (including any claim as
defined in the Code), charge, equities, mortgage, pledge,
objection, title defect, option, restrictive covenant or
restriction on transfer of any nature whatsoever, and the
interest of the lessor in any property subject to a
capital lease.
"GAAP" shall mean generally accepted accounting
principles as in effect on the date hereof.
"Governmental Authority" shall mean any
government or political subdivision thereof, whether
federal, state, local or foreign, or any agency,
department, commission, board, bureau, court, tribunal,
body, administrative or regulatory authority or
instrumentality of any such government or Political
subdivision.
"Law" shall mean any law (including common
law), rule, regulation, restriction (including zoning),
code, statute, ordinance, order, writ, injunction,
judgment, decree or other requirement of a Governmental
Authority.
"Losses" shall mean and include all demands,
claims, actions, causes of action, assessments, damages,
losses, liabilities, judgments, settlements, fines,
penalties, sanctions, costs and expenses (including,
without limitation, interest, penalties, reasonable
attorneys' fees and expenses as incurred, and all other
reasonable costs of investigating and defending third
party claims as incurred).
"Merger" shall have the meaning set forth in
Section 1.1 hereof.
"Order" shall mean any order, judgment,
injunction, award, decree, writ, rule or similar action
of any Governmental Authority.
"Other Documents" shall have the meaning set
forth in Section 1.3 hereof.
"Permits" shall mean any franchise, license,
certificate, approval, identification number,
registration, permit, authorization, order or approval
of, and any required registration with, any Governmental
Authority.
"Person" shall mean any individual,
partnership, firm, trust, association, corporation, joint
venture, joint stock company, unincorporated
organization, Governmental Authority or other entity.
"PhoneTel" shall mean PhoneTel Technologies,
Inc., an Ohio corporation.
"PhoneTel Financial Statements" shall have the
meaning set forth in Section 4.5 hereof.
"PTC" shall mean Public Telephone Corporation,
an Indiana corporation.
"Securities Act" shall mean the Securities Act
of 1933, as amended, and the rules and regulations
promulgated thereunder.
"Seller" shall mean PTC.
"Seller Phones" shall mean the microprocessor-
based pay telephones owned and operated by Seller which
are active and generating income.
"Seller Shares" shall mean the common shares,
no par value, of Public Telephone Corporation which are
issued and outstanding as of the closing.
"Shares" shall mean the shares of Buyer's
common stock, $.0l par value.
"Shareholders" shall have the meaning set forth
in Section 1.2.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement, as of the day and year first
above written.
Public Telephone Corporation
By:
Thomas J. Martin, President
PhoneTel:
PHONETEL TECHNOLOGIES, INC.
By:
Name:
Title:
BUYER:
PHONETEL II, INC.
By:
Name:
Title:
EXHIBIT 3
VOTING AGREEMENT
THIS AGREEMENT is made as of this 17th day of January,
1996, by and among PHONETEL TECHNOLOGIES, INC. ("PhoneTel")
and the former Shareholders of PUBLIC TELEPHONE CORPORATION
("PTC") who have signed this Agreement and who are identified
on Schedule A attached hereto (the "Shareholders").
RECITALS:
A. PhoneTel is a party to a certain Agreement and Plan
of Merger (the "Merger Agreement") dated as of
October 16, 1995 by and among PhoneTel, PhoneTel
II, Inc. and PTC.
B. As a material inducement for PhoneTel to enter into
the Merger Agreement, the Shareholders have agreed
to be bound by certain restrictions in connection
with (i) the shares of common stock of PhoneTel
(the "Shares") owned by the Shareholders, on the
date hereof, as a result of the conversion of their
shares of PTC into Shares pursuant to the Merger
Agreement, (ii) any Shares released to the
Shareholders pursuant to the Escrow Agreement (the
"Escrow Agreement"), dated as of October 16, 1995,
by and among PhoneTel, PTC and Shambaugh, Kast,
Beck & Williams (the "Escrow Agent"), and (iii) any
other Shares issued to any Shareholder in
connection with the Merger Agreement (collectively,
the "Agreement Shares"), which Shares are described
on Schedule A attached hereto.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual promises
and covenants herein contained, the parties hereto agree as
follows:
1. Covenants With Respect To Voting. During the
period commencing on the date hereof and ending on
the earlier to occur of (i) thirteen (13) months
from the date hereof, or (ii) the approval of the
"Special Proposals" as defined below (the
"Agreement Period"), the Shareholders shall cause
the Agreement Shares owned by them to be voted for
the following actions:
1.1 Voting in favor of the following proposals
(the "Special Proposals") as more specifically
set forth in Schedule B attached hereto:
a. To increase the number of directors of
PhoneTel to eight;
b. To elect (or, if already appointed by the
Board, to ratify the appointment of) four
(4) directors designated jointly by
Stuart Hollander and Aron Katzman;
c. To approve the grant of conversion rights
which would attach immediately to the
shares of 10% Non-Voting Preferred Stock,
without par value, $10 stated value, of
PhoneTel (the "PhoneTel Preferred
Shares") so that each PhoneTel Preferred
Share may be converted into ten (10)
shares of PhoneTel common stock.
1.2 During the Agreement Period, the Shareholders
shall not, directly or indirectly:
a. Call a meeting of shareholders of
PhoneTel; or
b. Vote to remove any director of PhoneTel;
1.3 For thirty (30) days after the approval of the
conversion rights proposal set forth in
Section 1.1(c) hereof, the Shareholders agree
not to take any action which would negate the
effects of the approval of the proposals set
forth in subsections 1.1(a), (b) or (c)
hereof.
2. Representations and Warranties. Each of the
Shareholders hereby represents and warrants to
PhoneTel with respect to the Agreement Shares set
forth next to such Shareholder's name on Schedule A
attached hereto that:
a. Such Shares are owned free and clear of any
encumbrances;
b. Such Shares constitute all of the issued and
outstanding common stock of PhoneTel which he,
she or it owns legally; and
c. Such Shareholder has the authority to restrict
such Shares pursuant to the terms of this
Agreement and that entering into this
Agreement does not violate any other
agreements of such Shareholder.
3. Legend. The Shareholders agree that, during the
Agreement Period, the obligations hereunder shall
attach to the Agreement Shares and that any
transfer of the Agreement Shares shall be subject
to the obligations created hereunder. The
Shareholders agree that, during the Agreement
Period, a legend referencing this Agreement shall
be placed on the certificates representing the
Agreement Shares prior to the transfer of the
Agreement Shares. Said legend shall provide as
follows:
"The shares represented by this
certificate are subject to the provisions
of a certain Voting Agreement dated
January 17, 1996, by and among PhoneTel
Technologies, Inc. and the Shareholders
referred to therein."
The Shareholders undertake and covenant to submit
to PhoneTel's Transfer Agent the certificates
representing the Agreement Shares held by them
prior to transfer for the purpose of placing the
aforementioned legend on each such certificate.
The legend shall be immediately removed upon the
expiration of the Agreement Period.
4. No Adequate Remedy. Since it is recognized by the
Shareholders that irreparable damage without an
adequate judicial remedy at law could result from
any violation of the provisions of this Agreement,
the Shareholders agree that, in addition to any
other remedies available to PhoneTel or its
shareholders, PhoneTel and its shareholders shall
have the remedy of a restraining order, injunction,
or such other equitable relief as may be decreed or
issued by a Court of competent jurisdiction to
enforce the provisions hereof.
5. Miscellaneous.
5.1 Enforceability. If any term, provision,
covenant or restriction of this Agreement or
the application thereof to any person or
circumstance should be held by an
administrative agency or Court of competent
jurisdiction to be invalid, void, or
unenforceable, then the remainder of this
Agreement and the application of such term,
provision, covenant, or restriction to other
persons or circumstances shall not be affected
thereby, but rather shall be enforced to the
greatest extent permitted by law. Further, it
is the intent of the parties to this Agreement
that if any term, provision, covenant, or
restriction of this Agreement should be held
to be invalid, void, or unenforceable as
applied to any person or circumstance, then
such term, provision, covenant, or restriction
shall be modified to the minimum extent
necessary in order to render the same
enforceable, consistent with the expressed
objectives of the parties hereto for entering
into this Agreement.
5.2 Successors and Assigns; Third Party
Beneficiary Rights. This Agreement shall be
binding upon and inure to the benefit of the
parties hereto and their respective
successors, assigns, heirs, legatees, and
other legal representatives. The parties
acknowledge that this Agreement is intended to
and shall be construed to give the holders of
PhoneTel Preferred Shares third party
beneficiary rights including the right, either
individually or collectively, to enforce the
provisions of this Agreement against the
Shareholders.
5.3 Headings. The headings in this Agreement have
been inserted solely for convenience of
reference and do not themselves constitute a
part of this Agreement.
5.4 Entire Understanding. This Agreement and the
documents referred to herein set forth the
entire understanding of the parties relating
to the subject matter of this action and any
other prior or contemporaneous oral or written
agreement respecting its subject matter shall
have no force or effect whatsoever.
5.5 Waiver. No waiver of any breach of any term
hereof shall be effective unless in writing
and signed by the party against whom
enforcement of waiver is sought, and no such
waiver shall be construed as a waiver of any
subsequent breach of that term or of any other
term hereof.
5.6 Amendment. This Agreement may not be amended,
modified, or terminated except by a writing
signed by all of the parties hereto.
5.7 Counterparts. 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 be one and
the same instrument.
5.8 Governing Law. It is the intention of the
parties hereto that this Agreement shall be
subject to, governed by, and construed and
enforced in accordance with the laws of the
State of Ohio. In the event of a breach by
any party of its obligations hereunder, the
prevailing party in such litigation, as
determined by the court, shall be entitled to
reimbursement of its reasonable attorneys'
fees and costs.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day first written above.
PHONETEL TECHNOLOGIES, INC.
BY: /s/ Peter Graf
ITS: Chairman
"SHAREHOLDERS":
/s/ Thomas J. Martin
Thomas J. Martin
on behalf of
each of the
Shareholders
SCHEDULE A
Ownership of Shares of PhoneTel Common Stock by the Shareholders1
Maximum Other Shares
Number of Number of Issued (or
Shares Escrow to be
Owned Shares issued)
as of Allocable pursuant to
Jan. 17, to each Merger
Shareholder 1996 Shareholder Agreement
R. Kevin Ackerman 202 30
Richard R. Bowlin 9,725 1,449
Dr. W. Lloyd Bridges, 6,078 905
M.D.2
Real Estate 2,026 302
Development, Ltd.
Richard W. Evans 1,013 151
Ryan M. Evans 1,013 151
Constance A. Gregory 2,431 362
Samuel B. Gregory, Jr. 13,979 2,083
Gerald Guyer 4,052 603
William R. Klaehn & J. 11,143 1,660
Yvonne Klaehn as joint
tenants
Marvin Komisarow 14,182 2,113
Dr. John E. Krueger, M.D. 10,130 1,509
James R. Martin 23,096 3,442 34,1663
Thomas James Martin 202 30
Thomas J. Martin, Jr. 15,803 2,355
Thomas J. Martin 37,279 5,555 45,8333
Morgan Motors, Inc. 5,065 754
Jerald L. Morgan 9,117 1,358
Dr. Gerald R. Nolan, M.D. 11,143 1,660
Richard L. Schlott, Jr. 5,672 845
David E. Schouweiler 1,823 271
Jeanne R. Schouweiler 2,026 302
Scot C. Schouweiler 6,078 905
SKBW Partnership 2,431 362
Total 195,709 29,157 79,999
1. In December, 1995 PhoneTel effectuated a 1 for 6 reverse
stock split. These amounts reflect the reverse stock
split.
2. 4,052 of Dr. Bridges' Shares are held in trust. Voting
and disposition decisions concerning the trust Shares
are shared with the trustee, Robert L. Bridges. For
purposes of this Agreement, both Robert Bridges and Dr.
Bridges are Shareholders.
3. These Shares which are payable to James R. Martin and
Thomas J. Martin on April 16, 1996, arise out of Non-
Competition Agreements, dated as of October 16, 1995,
between such persons and PhoneTel.
SCHEDULE B
PROPOSED RESOLUTIONS OF THE
SHAREHOLDERS OF PHONETEL TECHNOLOGIES, INC.
RESOLVED, that the first sentence of the second
paragraph of Article III, Section 1. of the Corporation's
Code of Regulations be deleted in its entirety and the
following inserted in lieu thereof:
"The number of directors shall be not
less than four (4) persons nor more than
_____________ (_____) persons."
RESOLVED FURTHER, that the number of Directors shall be
increased to eight (8) and the following persons are elected
as Directors, each to serve until the next annual meeting of
Shareholders and until such Directors' successors shall be
elected and qualified:
__________________________
__________________________
__________________________
__________________________
__________________________
__________________________
__________________________
__________________________
RESOLVED FURTHER, that subparagraph (j) of the
Corporation's Articles of Incorporation is hereby amended by
the addition of the following as paragraph 8:
7. CONVERSION RIGHTS. Any holder of 10% Non-Voting
Preferred Stock may, at any time, convert all, but
not less than all, of his, her or its shares of 10%
Non-Voting Preferred Stock into fully paid and non-
assessable shares of Common Stock such that each
Share of 10% Non-Voting Preferred Stock is
convertible into ten (10) shares of Common Stock.
In order to exercise the conversion privilege, the
holder of 10% Non-Voting Preferred Stock to be
converted shall surrender certificates for such
stock, duly endorsed or assigned to the Company or
in blank, accompanied by written notice to the
Company that the holder elects to convert such
stock (the "Conversion Notice"). As soon as
practicable but not later than twenty (20) business
days after the Company's receipt of the Conversion
Notice, the Company shall cause to be issued to the
holder certificates for such Common Stock. Such
Common Stock shall carry with it the same
registration rights as were granted in connection
with the merger of World Communications, Inc. with
and into PhoneTel, II, Inc.
EXHIBIT 4
ESCROW AGREEMENT
THIS ESCROW AGREEMENT is made and entered into
as of October 16, 1995 ("Escrow Agreement") by and among
SHAMBAUGH, KAST, BECK & WILLIAMS, an Indiana partnership,
(the "Escrow Agent"), PUBLIC TELEPHONE CORPORATION, an
Indiana corporation, (the "Seller"), and PHONETEL
TECHNOLOGIES, INC., an Ohio corporation ("PhoneTel").
Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the
Merger Agreement.
WHEREAS, PhoneTel, PhoneTel II, Inc. ("Sub"),
an Ohio corporation and a wholly-owned subsidiary of
PhoneTel, and the Seller are parties to an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), pursuant to which the Seller will merge with
and into a subsidiary of PhoneTel;
WHEREAS, pursuant to Section 1.3 of the Merger
Agreement, the Seller and PhoneTel wish to deposit into
escrow 175,000 shares of PhoneTel common stock (the
"Escrow Amount") being delivered to the Escrow Agent upon
the signing of the Merger Agreement;
WHEREAS, the Seller and PhoneTel wish to enter
into this Escrow Agreement providing for the terms and
conditions upon which the Escrow Amount will be held and
released by the Escrow Agent, and the Escrow Agent wishes
to act as escrow agent pursuant to the terms and
conditions of this Escrow Agreement.
NOW, THEREFORE, in consideration of the
premises and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. Deposit into Escrow Account. On
the date of this Agreement, PhoneTel is depositing the
175,000 shares of PhoneTel common stock comprising the
Escrow Amount into an escrow account established with the
Escrow Agent and entitled "PhoneTel Escrow Account" (the
"Escrow Account").
SECTION 2. Purpose of Escrow. The Escrow
Amount shall be held by Escrow Agreement for the purpose
of effecting any necessary adjustment in the number of
shares of PhoneTel common stock to be distributed to the
Seller's shareholders as consideration for the merger, as
provided in Section 1.2 of the Merger Agreement. Each
share of PhoneTel common stock comprising the Escrow
Amount shall be valued at $1.00 for purposes of any
adjustment to be made pursuant to such Section 1.2 of the
Merger Agreement.
SECTION 3. Reinvestment and Earnings. The
Escrow Agent is hereby authorized to receive, in its
capacity as Escrow Agent and on behalf of the other
parties hereto, all dividends, earnings, options, and
splits to which the shares which comprise the Escrow
Amount would be entitled.
SECTION 4. Escrow and Escrow Delivery. The
Escrow Agent shall hold the Escrow Amount until such time
or times as the Escrow Agent receives written instruction
from the Shareholder Representative and PhoneTel to
deliver all or any part of the Escrow Amount to the
Shareholder Representative or to PhoneTel, as specified
in the written instruction. Upon receipt of the
foregoing instructions, the Escrow Agent shall deliver
the Escrow Amount, or such portion thereof as specified
in such instructions, accordingly. In accordance with
Section 1.3 of the Merger Agreement, it is contemplated
that 125,000 shares will be distributed ninety (90) days
from the date hereof and the remaining 50,000 shares will
be distributed one (1) year from the date hereof;
provided, however, that if notice of a claim or dispute
regarding distribution of the Escrow Amount has been
given prior to such dates, delivery of such amounts shall
be deferred until such time as all claims or disputes
have been settled between the parties and Escrow Agent
has been provided with written instructions from both
parties. All deliveries to the Seller pursuant to the
foregoing instructions shall be deemed to have occurred
when such Shares are distributed by the Escrow Agent to
the Shareholder Representative, as hereinafter defined,
for distribution among the Shareholders of Seller in
accordance with their respective interests. During the
time that the Escrow Amount is held by the Escrow Agent
and until such delivery by the Escrow Agent, the Seller
and PhoneTel understand and agree that neither shall be
entitled to the Escrow Amount and that the Escrow Amount
shall not be subject to any lien, security interest or
encumbrance of any kind placed thereon by either of them.
SECTION 5. Termination. This Escrow Agreement
shall terminate upon the distribution of the entire
Escrow Amount held by the Escrow Agent pursuant to this
Agreement.
SECTION 6. Shareholder Representative. As
used herein, the term "Shareholder Representative" shall
refer to Thomas J. Martin. All actions required or
permitted to be taken by the Seller hereunder shall be
done and performed by the Shareholder Representative for
and on behalf of the Seller and each holder, as of the
date hereof, of the common stock, no par value, of Seller
the (each, individually, a "Shareholder" and, together,
the "Shareholders"). The Escrow Agent shall be entitled
to rely, as being binding upon Seller and each of the
Shareholders, upon any document or other writing executed
by the Shareholder Representative, and the Escrow Agent
shall not be liable to Seller or any Shareholder for any
action taken or omitted to be taken by the Shareholder
Representative in reliance thereon. The Seller hereby
represents that each Shareholder has duly appointed the
Shareholder Representative as its lawful attorney-in-
fact, with powers to consummate all transactions
contemplated hereby on each Shareholder's behalf.
SECTION 7. Third Party Beneficiaries. The
provisions of this Agreement shall inure to the benefit
of and shall be enforceable by each Shareholder and each
shall be deemed to be a third party beneficiary
hereunder.
SECTION 8. Indemnification. The Seller and
PhoneTel agree to hold the Escrow Agent harmless and
indemnify it from any loss or claim whatsoever arising in
conjunction with the performance of the duties of the
Escrow Agent, but only to the extent that the Escrow
Agent has fully complied with the provisions of this
Escrow Agreement. Said indemnification shall survive the
termination of this Agreement.
SECTION 9. Notices. Any notices or other
communications required or permitted hereunder shall be
given in writing and shall be delivered by hand or air
courier or sent by certified or registered mail, postage
prepaid, addressed as follows:
If to PhoneTel, to:
PHONETEL TECHNOLOGIES, INC.
650 Statler Office
1127 Euclid Avenue
Cleveland, Ohio 44115
Attention: President/CEO
Copy to:
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Attention: N.J. Terris, Esq.
or:
If to the Seller, to:
THOMAS J. MARTIN
6752 Covington Creek Trail
Fort Wayne, Indiana 46804
or:
If to the Escrow Agent, to:
SHAMBAUGH, KAST, BECK & WILLIAMS
600 Standard Federal Plaza
P. O. Box 11648
Fort Wayne, IN 46859-1648
Attention: Edward E. Beck
or to such other address as shall be furnished in writing
by such party, and any such notice or communication shall
be effective and be deemed to have been given as of (i)
the date delivered, if sent by hand, (ii) the following
day, if sent by overnight courier or (iii) five days
after the date of mailing, if sent by regular mail.
SECTION 10. Entire Agreement. This Escrow
Agreement is the entire agreement among the parties with
respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto.
SECTION 11. Amendments; Waiver. This Escrow
Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms and
conditions hereof waived, only by written instrument
signed by the parties hereto or, in the case of a waiver,
the party waiving compliance.
SECTION 12. Assignment. No assignment of any
rights or delegation of any obligations provided for
herein may be made by any party without the express
written consent of all the other parties hereto.
SECTION 13. Counterparts. This Escrow
Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of
which together shall constitute one and the same
instrument.
SECTION 14. Governing Law. This Agreement
shall be construed in accordance with and governed by the
internal laws of the State of Indiana.
SECTION 15. Benefit. This Agreement shall be
binding upon and inure to the benefit of the parties
hereto and the personal representatives, executors,
administrators, successors and assigns of each of them.
IN WITNESS WHEREOF, the parties hereto have
affixed their signatures to this Escrow Agreement upon
the date first set forth above.
PUBLIC TELEPHONE CORPORATION
By: ______________________________
THOMAS J. MARTIN, President
PHONETEL TECHNOLOGIES, INC.
By: ________________________
Name: ______________________
Title: _____________________
SHAMBAUGH, KAST, BECK & WILLIAMS
By: ___________________________
Edward E. Beck
EXHIBIT 5
NON-COMPETITION AGREEMENT
NON-COMPETITION AGREEMENT (this "Agreement"),
dated as of October 16, 1995, between PhoneTel
Technologies, Inc., an Ohio corporation ("PhoneTel"),
PhoneTel II, Inc., and Ohio corporation and wholly owned
subsidiary of PhoneTel ("Sub"), and James R. Martin
("Martin").
W I T N E S S E T H:
WHEREAS, Martin has heretofore served as
Executive Vice President and CFO of Public Telephone
Corporation, an Indiana Corporation ("Public");
WHEREAS, PhoneTel, Sub and Public have entered
into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of the date hereof, pursuant to
which, at the "Closing Date" (as such term is defined in
the Merger Agreement), Sub will be merged with and into
Public;
WHEREAS, Public and PhoneTel are in the
business of owning, leasing, operating and maintaining
pay telephones;
WHEREAS, PhoneTel recognizes that Martin
possesses trade secrets and confidential business
information relating to Public as well as knowledge and
experience relating to the pay telephone industry and
desires to prevent Martin from (1) competing with the
business operated by PhoneTel (or any subsidiary thereof)
or (2) soliciting the former, current or future customers
or employees of Public or PhoneTel (or any subsidiary
thereof);
WHEREAS, in connection with the transactions
contemplated in the Merger Agreement, Martin will receive
shares of PhoneTel common stock, $.01 par value
("PhoneTel Common Stock"), in exchange for his shares of
Public common stock, no par value ("Public Common
Stock"); and
WHEREAS, Martin is agreeable to restrictions on
his ability to compete against and solicit from PhoneTel
in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the
execution, delivery and performance of the Merger
Agreement, and mutual premises and covenants herein and
therein contained and other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, PhoneTel and Martin hereby agree as
follows:
1. Term. The term of this agreement shall
commence at the Closing Date and continue for a period of
five (5) years thereafter (the "Term").
2. Non-Competition. (a) For a period of two
years commencing at the Closing Date, Martin shall not,
without the prior written consent of PhoneTel, directly
or indirectly, own, operate, manage, be employed by, be
an agent of, act as a consultant for, advise, financially
support, lease property to or from, have a proprietary
interest in or support in any other way, any enterprise
or business which sells, leases, maintains, owns or
operates pay telephones in any part of the United States
of America in which PhoneTel is conducting or will
conduct its pay telephone business. Martin acknowledges
that the business of PhoneTel will be conducted on a
national basis and agrees that such geographic scope is
reasonable.
(b) Notwithstanding any provision to the
contrary contained herein, Martin shall not be prohibited
from (i) leasing, owning or operating pay telephones on
real property of which he is the sole owner or which is
owned by any corporation of which Martin or his spouse
collectively own at least 51% of the outstanding shares,
(ii) owning less than 2% of the outstanding equity
securities of any publicly-held corporation or (iii)
being employed by or participating on pay telephone
industry commissions and associations, including, but not
limited to, Michigan Public Telecommunication
Association, Illinois Public Telecommunication
Association and IPTA, L.L.C.
3. Non-Solicitation. Martin agrees that,
during the Term of this agreement, he will not, directly
or indirectly, (i) solicit, entice or persuade, or
attempt to solicit, entice or persuade, any employee of
PhoneTel or its affiliates, or any client then under
contract with PhoneTel or any of its affiliates to
terminate his employment by or contractual relationship
with PhoneTel or its affiliates or to become employed by
or to enter into contractual relations with a competitor
of PhoneTel or its affiliates or (ii) persuade or attempt
to persuade customers, potential customers, suppliers or
potential suppliers of PhoneTel and its affiliates to
divert their business to any other entity or individual.
4. Confidentiality. Martin acknowledges that
Public and PhoneTel would be irreparably damaged if
confidential information about Public were disclosed to
or utilized on behalf of any person, firm, corporation or
other business organization which is in competition in
any respect with Public or PhoneTel. Martin covenants
and agrees that he will not at any time, and will cause
his agents, affiliates and associates not to at any time,
without the prior written consent of PhoneTel, disclose
any such confidential information, except to employees
and authorized representatives of PhoneTel.
5. Compensation; Taxes. In consideration for
the agreements of Martin contained herein, PhoneTel
agrees to pay Martin a total of $129,239.50, $27,500 of
which shall be payable in cash upon the Closing (as
defined in the Merger Agreement) and the other
$101,739.50 of which shall be payable in the form of a
note (the "Note"), the terms of which shall govern the
payment of such amount. A copy of the Note is attached
hereto as Exhibit 1. In addition, and in further
consideration for the agreements of Martin contained
herein, PhoneTel agrees to pay Martin 205,000 shares of
PhoneTel Common Stock, payable six months from the date
hereof.
Martin hereby acknowledges that by virtue of
this Agreement he is not and will not become an employee
of PhoneTel. Martin further acknowledges his separate
responsibility for all federal and state withholding
taxes, Federal Insurance Contribution Act taxes and
workers' compensation and unemployment compensation
taxes, if applicable, and agrees to indemnify and hold
the Company harmless from any claim or liability
therefor.
6. Necessity. Martin acknowledges that due
to the uniqueness of his skills and abilities and the
uniqueness of the trade secrets, confidential business
lists, customer requirements and preferences, records and
information he possesses, the covenants set forth herein
are reasonable and necessary for the protection of
PhoneTel. Martin further acknowledges that enforcement
of the covenants herein will not deprive him of his
ability to earn a livelihood.
7. Specific Performance. Martin acknowledges
that the rights and privileges granted to PhoneTel herein
are of a special and unique character, which gives them a
peculiar value, the loss of which may not be reasonably
or adequately compensated for by damages in an action at
law, and that a breach by Martin of this Agreement will
cause PhoneTel irreparable injury and damage.
Accordingly, Martin hereby agrees that PhoneTel shall be
entitled to remedies of injunction, specific performance
or other equitable relief, to prevent or cure a breach of
this Agreement. This provision shall not be construed as
a waiver of any other rights or remedies PhoneTel may
have for damages or otherwise.
8. Partial Invalidity. The parties have
entered into this Agreement in good faith and for the
reasons set forth in the recitals hereto and assume and
intend that this Agreement is legally binding. If, for
any reason, this Agreement is not binding because of its
geographical scope or because of its term, then the
parties agree that this Agreement shall be deemed
effective for the widest geographical area and/or the
longest period of time as may be legally enforceable, it
being understood that the compensation payable hereunder
is for the full Term and geographic area stated herein,
and for all the covenants of Martin. Any provision of
this Agreement which is determined to be invalid or
unenforceable shall be ineffective only to the extent of
such invalidity or unenforceability without affecting the
validity or enforceability of any other provisions
hereof. The provisions of this Section 8 shall not be
construed as a waiver of any other rights or remedies
PhoneTel may have for damages or otherwise.
9. Binding Effect; Modifications. This
Agreement shall be binding upon and shall inure to the
benefit of the personal representatives, executors,
administrators, successors and assigns of the parties to
this Agreement. This Agreement contains the entire
agreement of the parties and supersedes any and all prior
written agreements between the parties, and all prior and
contemporaneous oral statements with respect to the
transactions contemplated hereby. This Agreement may not
be changed or terminated orally, but may only be changed
by an agreement in writing signed by each of the parties
hereto.
10. Section Captions; Counterparts. Section
and other captions contained in this Agreement are for
reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof. This
Agreement may be executed in counterparts, each of which,
when so executed, shall be deemed to be an original, and
such counterparts shall, together, constitute and be one
and the same instrument.
11. Governing Law. This Agreement shall be
governed by and construed under the laws of the State of
New York, applied without giving effect to any conflict
of laws principles.
12. No Rule of Construction. The parties
acknowledge and agree that no rule of construction shall
apply to this Agreement which construes any language,
whether ambiguous, unclear or otherwise, in favor of or
against any party by reason of that party's role in
drafting this Agreement.
13. Notices. For the purposes of this
Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or
(unless otherwise specified) mailed by United States
certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:
If to PhoneTel or PhoneTel II:
PhoneTel Technologies, Inc.
650 Statler Office Tower
1127 Euclid Avenue
Cleveland, Ohio 44115
Attention: President
Telephone: (216) 241-2555
If to Martin:
James R. Martin
1808 North Wells, Apt. #3
Chicago, Illinois 60614
Telephone: (312) 642-0691
or to such other address as each party may have furnished
to the others in writing in accordance herewith, except
that notices of change of address shall be effective only
upon receipt.
IN WITNESS WHEREOF, the undersigned parties
have hereunto set their hands as of the day and year
first above written.
PHONETEL TECHNOLOGIES, INC.
By:
Name:
Title:
PHONETEL II, INC.
By: ___________________________
Name:
Title:
_______________________________
JAMES MARTIN
NON-COMPETITION AGREEMENT
NON-COMPETITION AGREEMENT (this "Agreement"),
dated as of October 16, 1995, between PhoneTel
Technologies, Inc., an Ohio corporation ("PhoneTel"),
PhoneTel II, Inc., and Ohio corporation and wholly owned
subsidiary of PhoneTel ("Sub"), and Thomas J. Martin
("Martin").
W I T N E S S E T H:
WHEREAS, Martin has heretofore served as
President, Chairman and CEO of Public Telephone
Corporation, an Indiana Corporation ("Public");
WHEREAS, PhoneTel, Sub and Public have entered
into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of the date hereof, pursuant to
which, at the "Closing Date" (as such term is defined in
the Merger Agreement), Sub will be merged with and into
Public;
WHEREAS, Public and PhoneTel are in the
business of owning, leasing, operating and maintaining
pay telephones;
WHEREAS, PhoneTel recognizes that Martin
possesses trade secrets and confidential business
information relating to Public as well as knowledge and
experience relating to the pay telephone industry and
desires to prevent Martin from (1) competing with the
business operated by PhoneTel (or any subsidiary thereof)
or (2) soliciting the former, current or future customers
or employees of Public or PhoneTel (or any subsidiary
thereof);
WHEREAS, in connection with the transactions
contemplated in the Merger Agreement, Martin will receive
shares of PhoneTel common stock, $.01 par value
("PhoneTel Common Stock"), in exchange for his shares of
Public common stock, no par value ("Public Common
Stock"); and
WHEREAS, Martin is agreeable to restrictions on
his ability to compete against and solicit from PhoneTel
in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the
execution, delivery and performance of the Merger
Agreement, and mutual premises and covenants herein and
therein contained and other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, PhoneTel and Martin hereby agree as
follows:
1. Term. The term of this agreement shall
commence at the Closing Date and continue for a period of
five (5) years thereafter (the "Term").
2. Non-Competition. (a) For a period of two
years commencing at the Closing Date, Martin shall not,
without the prior written consent of PhoneTel, directly
or indirectly, own, operate, manage, be employed by, be
an agent of, act as a consultant for, advise, financially
support, lease property to or from, have a proprietary
interest in or support in any other way, any enterprise
or business which sells, leases, maintains, owns or
operates pay telephones in any part of the United States
of America in which PhoneTel is conducting or will
conduct its pay telephone business. Martin acknowledges
that the business of PhoneTel will be conducted on a
national basis and agrees that such geographic scope is
reasonable.
(b) Notwithstanding any provision to the
contrary contained herein, Martin shall not be prohibited
from owning less than 2% of the outstanding equity
securities of any publicly-held corporation.
3. Non-Solicitation. Martin agrees that,
during the Term of this agreement, he will not, directly
or indirectly, (i) solicit, entice or persuade, or
attempt to solicit, entice or persuade, any employee of
PhoneTel or its affiliates, or any client then under
contract with PhoneTel or any of its affiliates to
terminate his employment by or contractual relationship
with PhoneTel or its affiliates or to become employed by
or to enter into contractual relations with a competitor
of PhoneTel or its affiliates or (ii) persuade or attempt
to persuade customers, potential customers, suppliers or
potential suppliers of PhoneTel and its affiliates to
divert their business to any other entity or individual.
4. Confidentiality. Martin acknowledges that
Public and PhoneTel would be irreparably damaged if
confidential information about Public were disclosed to
or utilized on behalf of any person, firm, corporation or
other business organization which is in competition in
any respect with Public or PhoneTel. Martin covenants
and agrees that he will not at any time, and will cause
his agents, affiliates and associates not to at any time,
without the prior written consent of PhoneTel, disclose
any such confidential information, except to employees
and authorized representatives of PhoneTel.
5. Compensation; Taxes. In consideration for
the agreements of Martin contained herein, PhoneTel
agrees to pay Martin a total of $129,239.50, $27,500 of
which shall be payable in cash upon the Closing (as
defined in the Merger Agreement) and the other
$101,739.50 of which shall be payable in the form of a
note (the "Note"), the terms of which shall govern the
payment of such amount. A copy of the Note is attached
hereto as Exhibit 1. In addition, and in further
consideration for the agreements of Martin contained
herein, PhoneTel agrees to pay Martin 275,000 shares of
PhoneTel Common Stock, payable six months from the date
hereof.
Martin hereby acknowledges that by virtue of
this Agreement he is not and will not become an employee
of PhoneTel. Martin further acknowledges his separate
responsibility for all federal and state withholding
taxes, Federal Insurance Contribution Act taxes and
workers' compensation and unemployment compensation
taxes, if applicable, and agrees to indemnify and hold
the Company harmless from any claim or liability
therefor.
6. Necessity. Martin acknowledges that due
to the uniqueness of his skills and abilities and the
uniqueness of the trade secrets, confidential business
lists, customer requirements and preferences, records and
information he possesses, the covenants set forth herein
are reasonable and necessary for the protection of
PhoneTel. Martin further acknowledges that enforcement
of the covenants herein will not deprive him of his
ability to earn a livelihood.
7. Specific Performance. Martin acknowledges
that the rights and privileges granted to PhoneTel herein
are of a special and unique character, which gives them a
peculiar value, the loss of which may not be reasonably
or adequately compensated for by damages in an action at
law, and that a breach by Martin of this Agreement will
cause PhoneTel irreparable injury and damage.
Accordingly, Martin hereby agrees that PhoneTel shall be
entitled to remedies of injunction, specific performance
or other equitable relief, to prevent or cure a breach of
this Agreement. This provision shall not be construed as
a waiver of any other rights or remedies PhoneTel may
have for damages or otherwise.
8. Partial Invalidity. The parties have
entered into this Agreement in good faith and for the
reasons set forth in the recitals hereto and assume and
intend that this Agreement is legally binding. If, for
any reason, this Agreement is not binding because of its
geographical scope or because of its term, then the
parties agree that this Agreement shall be deemed
effective for the widest geographical area and/or the
longest period of time as may be legally enforceable, it
being understood that the compensation payable hereunder
is for the full Term and geographic area stated herein,
and for all the covenants of Martin. Any provision of
this Agreement which is determined to be invalid or
unenforceable shall be ineffective only to the extent of
such invalidity or unenforceability without affecting the
validity or enforceability of any other provisions
hereof. The provisions of this Section 8 shall not be
construed as a waiver of any other rights or remedies
PhoneTel may have for damages or otherwise.
9. Binding Effect; Modifications. This
Agreement shall be binding upon and shall inure to the
benefit of the personal representatives, executors,
administrators, successors and assigns of the parties to
this Agreement. This Agreement contains the entire
agreement of the parties and supersedes any and all prior
written agreements between the parties, and all prior and
contemporaneous oral statements with respect to the
transactions contemplated hereby. This Agreement may not
be changed or terminated orally, but may only be changed
by an agreement in writing signed by each of the parties
hereto.
10. Section Captions; Counterparts. Section
and other captions contained in this Agreement are for
reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof. This
Agreement may be executed in counterparts, each of which,
when so executed, shall be deemed to be an original, and
such counterparts shall, together, constitute and be one
and the same instrument.
11. Governing Law. This Agreement shall be
governed by and construed under the laws of the State of
New York, applied without giving effect to any conflict
of laws principles.
12. No Rule of Construction. The parties
acknowledge and agree that no rule of construction shall
apply to this Agreement which construes any language,
whether ambiguous, unclear or otherwise, in favor of or
against any party by reason of that party's role in
drafting this Agreement.
13. Notices. For the purposes of this
Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or
(unless otherwise specified) mailed by United States
certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:
If to PhoneTel or PhoneTel II:
PhoneTel Technologies, Inc.
650 Statler Office Tower
1127 Euclid Avenue
Cleveland, Ohio 44115
Attention: President
Telephone: (216) 241-2555
If to Martin:
Thomas J. Martin
6752 Covington Creek Trail
Fort Wayne, Indiana 46804
Telephone: (219) 432-2455
or to such other address as each party may have furnished
to the others in writing in accordance herewith, except
that notices of change of address shall be effective only
upon receipt.
IN WITNESS WHEREOF, the undersigned parties
have hereunto set their hands as of the day and year
first above written.
PHONETEL TECHNOLOGIES, INC.
By:
Name:
Title:
PHONETEL II, INC.
By: ___________________________
Name:
Title:
_______________________________
THOMAS MARTIN
EXHIBIT 6
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the
"Agreement") made and entered into this 16th day of
October, l995, by and between PhoneTel Technologies, Inc.
("PhoneTel"), an Ohio corporation, and Public Telephone
Corporation ("PTC"), an Indiana corporation.
WHEREAS, PhoneTel, PhoneTel II, Inc. ("Sub"),
an Ohio corporation, a wholly-owned subsidiary of
PhoneTel and PTC are parties to the Agreement and Plan of
Merger of even date herewith (the "Merger Agreement")
pursuant to which PTC will merge with and into Sub (the
"Merger") and the shareholders of PTC will receive shares
of PhoneTel common stock $.0l par value ("PhoneTel Common
Shares").
WHEREAS, the shareholders of PTC have requested
that, in connection with the Merger Agreement, PhoneTel
provide a means of registering PhoneTel Common Shares
under the Securities Act of 1933, as amended (the
"Securities Act"), and PhoneTel is willing to provide
such registration as provided herein;
NOW, THEREFORE, in consideration of the
premises and the agreements herein contained, the parties
hereto agree as follows:
1. Shelf Registration. As promptly as
practicable, PhoneTel shall file and use all reasonable
efforts to cause to be declared effective a "shelf"
registration statement (the "Shelf Registration
Statement") on any appropriate form pursuant to Rule 415
(or similar rule that may be adopted by the Securities
and Exchange Commission (the "SEC") under the Securities
Act for all the PhoneTel Common Shares (i) issued in
connection with the Merger or (ii) issued or distributed
in respect of such PhoneTel Common Shares by way of stock
dividend or stock split or in connection with a
combination of shares, recapitalization, reorganization,
merger, consolidation or otherwise (collectively such
PhoneTel Common Shares shall hereinafter be referred to
as the "Registrable Securities"), which form shall be
available for the sale of the Registrable Securities in
accordance with the intended method or methods of
distribution thereof; provided, however, that PhoneTel's
obligations under this Section 1 shall not commence until
the later of (i) 90 days following the closing of a
public primary equity offering by PhoneTel or (ii) such
later date acceptable to the managing underwriter or
underwriters, if any, of such offering. PhoneTel agrees
to use its best efforts to keep the Shelf Registration
Statement continuously effective and usable for resale of
Registrable Securities, for a period of twenty-four (24)
months from the date on which the SEC declares the Shelf
Registration Statement effective or such shorter period
which will terminate when all the Registrable Securities
covered by the Shelf Registration Statement cease to be
Registrable Securities (such period shall hereinafter be
referred to as the "Effective Period"); provided,
however, that PhoneTel may elect that the Shelf
Registration Statement not be usable during any Blackout
Period (as defined in Section 2 below).
2. Blackout Period. PhoneTel shall be
entitled to elect that the Shelf Registration Statement
not be usable, for a reasonable period of time, but not
in excess of 90 days (a "Blackout Period"), if PhoneTel
determines in good faith that the use of the Shelf
Registration Statement or related prospectus) would
interfere with any pending financing, acquisition,
corporate reorganization or any other corporate
development involving PhoneTel or any of its subsidiaries
or would require premature disclosure thereof and
promptly gives the holders of Registrable Securities
written notice of such determination, containing a
general statement of the reasons for such postponement or
restriction on use and an approximation of the
anticipated delay; provided, however, that the aggregate
number of days included in all Blackout Periods during
any consecutive 12 months during the Effective Period
shall not exceed 180 days.
3. Piggyback Registrations.
(a) Right to Piggyback. Whenever
PhoneTel proposes to register any of its equity
securities under the Securities Act (other than the
first registration after the date hereof) and the
registration form to be used may be used for the
registration of Registrable Securities (a
"Piggyback Registration"), PhoneTel will give
prompt written notice (in any event within five
business days after its receipt of notice of any
exercise of other demand registration rights) to
all holders of Registrable Securities of its
intention to effect such a registration and will,
subject to paragraphs (b), (c) and (d) below,
include in such registration all Registrable
Securities with respect to which PhoneTel has
received written requests for inclusion therein
within 15 days after the receipt of PhoneTel's
notice.
(b) Priority on Primary
Registrations. If a Piggyback Registration is an
underwritten primary registration on behalf of
PhoneTel (whether or not also on behalf of holders
of PhoneTel's securities), and the managing
underwriters advise PhoneTel in writing that in
their opinion the number of securities requested to
be included in such registration exceeds the number
which can be sold in such offering, PhoneTel will
include in such registration (i) first, the
securities PhoneTel proposes to sell, (ii) second,
the Registrable Securities requested to be included
in such registration, pro rata among the holders of
such Registrable Securities on the basis of the
number of shares then owned by such holders, and
(iii) third, other securities requested to be
included in such registration.
(c) Priority on Secondary
Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of
holders of PhoneTel's securities, and the managing
underwriters advise PhoneTel in writing that in
their opinion the number of securities requested to
be included in such registration exceeds the number
which can be sold in such offering, PhoneTel will
include in such registration (i) first, the
securities requested to be included therein by the
holders demanding such registration, (ii) second,
the Registrable Securities requested to be included
in such registration, pro rata among such holders
on the basis of the number of shares then owned by
each such holder and (iii) third, other securities
requested to be included in such registration.
(d) Nothing in this Section 3 will
prohibit PhoneTel from determining, at any time,
not to file a registration statement or, if filed,
to withdraw such registration or terminate the
registration related thereto.
4. Selection of Underwriters. If any offering
pursuant to a Registration Statement is an underwritten
offering, PhoneTel will select a managing underwriter or
underwriters to administer the offering.
5. Registration Expenses. PhoneTel will pay
all of its expenses in connection with the registration
of Registrable Securities (including registration and
filing fees, printing costs, listing fees and the fees
and expenses of its counsel), and each holder shall pay
all underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of
such holder's Registrable Securities pursuant to any
registration statement filed pursuant to paragraph (a) or
(b) above (a "Registration Statement").
6. Indemnification; Contribution.
(a) Indemnification by PhoneTel.
PhoneTel agrees to indemnify each holder of
Registrable Securities, the underwriters thereof,
their respective officers and directors and each
Person who controls any of the foregoing (within the
meaning of the Securities Act), and any agent or
investment adviser thereof against all losses,
claims, damages, liabilities and expenses (including
reasonable attorneys' fees and expenses of
investigation) incurred by such party pursuant to
any actual or threatened action, suit, proceeding or
investigation arising out of or based upon (i) any
untrue or alleged untrue statement of material fact
contained in the Registration Statement, any
prospectus or preliminary prospectus, or any
amendment or supplement to any of the foregoing or
(ii) any omission or alleged omission to state
therein a material fact required to be stated
therein or necessary to make the statements therein
(in the case of a prospectus or a preliminary
prospectus, in light of the circumstances then
existing) not misleading, except in each case
insofar as the same arise out of or are based upon,
any such untrue statement or omission made in
reliance on and in conformity with information with
respect to such indemnified party furnished in
writing to PhoneTel by such indemnified party or its
counsel expressly for use therein. Notwithstanding
the foregoing provisions of this paragraph (a),
PhoneTel will not be liable to any holder of
Registrable Securities, any Person who participates
as an underwriter in the offering or sale of
Registrable Securities or any other Person, if any,
who controls such holder or underwriter (within the
meaning of the Securities Act), under the indemnity
agreement in this paragraph (a) for any such loss,
claim, damage, liability (or action or proceeding in
respect thereof) or expense that arises out of such
holder's or other Person's failure to send or give a
copy of the final prospectus to the Person asserting
an untrue statement or alleged untrue statement or
omission or alleged omission at or prior to the
written confirmation of the sale of the Registrable
Securities to such Person if such statement or
omission was corrected in such final prospectus and
PhoneTel has previously furnished copies thereof to
such holder.
(b) Indemnification by Holders of
Registrable Securities. In connection with the
Registration Statement, each holder will furnish to
PhoneTel in writing such information, including with
respect to the name, address and the amount of
Registrable Securities held by such holder, as
PhoneTel reasonably requests for use in such
Registration Statement or the related prospectus and
agrees to indemnify and hold harmless PhoneTel, all
other prospective holders or any underwriter, as the
case may be, and any of their respective affiliates,
directors, officers and controlling Persons (within
the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue
statement of a material fact or any omission or
alleged omission of a material fact required to be
stated in such Registration Statement or prospectus
or any amendment or supplement to either of them or
necessary to make the statements therein (in the
case of a prospectus, in the light of the
circumstances then existing) not misleading, but
only to the extent that any such untrue statement or
omission is made in reliance on and in conformity
with information with respect to such holder
furnished in writing to PhoneTel by such holder or
its counsel specifically for inclusion therein.
(c) Conduct of Indemnification
Proceedings. Any Person entitled to indemnification
hereunder agrees to give prompt written notice to
the indemnifying party after the receipt by such
indemnified party of any written notice of the
commencement of any action, suit, proceeding or
investigation or threat thereof made in writing for
which such indemnified party may claim
indemnification or contribution pursuant to this
Agreement (provided that failure to give such
notification shall not affect the obligations of the
indemnifying person pursuant to this Section 6
except to the extent the indemnifying party shall
have been actually prejudiced as a result of such
failure). In case any such action shall be brought
against any indemnified party and it shall notify
the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to
participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party
(who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party
to such indemnified party of its election so to
assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under
these indemnification provisions for any legal
expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified
party, in connection with the defense thereof other
than reasonable costs of investigation, unless in
the reasonable judgment of any indemnified party a
conflict of interest is likely to exist between such
indemnified party and any other of such indemnified
parties with respect to such claim, in which event
the indemnifying party shall be obligated to pay the
reasonable fees and expenses of such additional
counsel or counsels. The indemnifying party will
not be subject to any liability for any settlement
made without its consent (which will not be
unreasonably withheld).
(d) Contribution. If the indemnification
from the indemnifying party provided for in this
Section 6 is unavailable to the indemnified party
hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then
the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities
and expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party
and indemnified party in connection with the actions
which resulted in such losses, claims, damages,
liabilities and expenses, as well as any other
relevant equitable considerations. The relative
fault of such indemnifying party and indemnified
party shall be determined by reference to, among
other things, whether any action in question,
including any untrue or alleged untrue statement of
a material fact or omission or alleged omission to
state a material fact, has been made by, or relates
to information supplied by, such indemnifying party
or indemnified party, and the parties' relative
intent, knowledge, access to information and
opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include,
subject to the limitations set forth in paragraph
(c) above, any legal and other fees and expenses
reasonably incurred by such indemnified party in
connection with any investigation or proceeding.
The parties hereto agree that it would not
be just and equitable if contribution pursuant to
this Section 6 were determined by pro rata
allocation or by any other method of allocation
which does not take account of the equitable
considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions
of this Section 6, no underwriter shall be required
to contribute any amount in excess of the amount by
which the total price at which the Registrable
Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount
of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged
omission, and no holder of Registrable Securities
shall be required to contribute any amount in excess
of the amount by which the total price at which the
Registrable Securities of such holder were offered
to the public (net of all underwriting discounts and
commissions) exceeds the amount of any damages which
such holder has otherwise been required to pay by
reason of such untrue statement or omission. No
Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution
from any Person who was not guilty of such
fraudulent misrepresentation.
If indemnification is available under this
Section 6, the indemnifying parties shall indemnify
each indemnified party to the full extent provided
in Section 6(a) or (b), as the case may be, without
regard to the relative fault of said indemnifying
parties or indemnified party or any other equitable
consideration provided for in this paragraph (d).
7. Participation in Underwritten
Registrations. No holder of Registrable Securities may
participate in any underwritten offering hereunder unless
such holder (i) agrees to sell such holder's securities
on the basis provided in any underwriting arrangements
approved by PhoneTel in its reasonable discretion and
(ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such
underwriting arrangements.
8. Rule 144. For a period of three years
following the date hereof (or such shorter period as may
permit the sale of Registrable Securities under Rule 144
under the Securities Act without regard to the
requirement of "current public information"), PhoneTel
covenants that it will file the reports required to be
filed by it under the Securities Act and the Securities
Exchange Act of 1934, as amended, and the rules and
regulations adopted by the SEC thereunder (or, if
PhoneTel is not required to file such reports, it will,
upon the request of any holder of Registrable Securities,
make publicly available other information so long as
necessary to permit sales under Rule 144 under the
Securities Act), and it will take such further action as
any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to
enable such holder to sell Registrable Securities without
registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation
hereafter adopted by the SEC. Upon the request of any
holder of Registrable Securities, PhoneTel will deliver
to such holder a written statement as to whether it has
complied with such requirements.
9. Remedies. Each holder of Registrable
Securities in addition to being entitled to exercise all
rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights
under this Agreement.
10. Parties in Interest; No Third Party
Beneficiaries.
(a) This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by, the
parties hereto and their respective successors and
permitted assigns. This Agreement and the rights and
obligations of PTC, PhoneTel and the shareholders of PTC
hereunder may not be assigned by any of the parties
hereto without the prior written consent of the other
parties.
(b) This Agreement is not intended, nor shall
it be construed, to confer any rights or remedies under
or by reason of this Agreement upon any person except the
parties hereto, the shareholders of PTC and their heirs,
successors and permitted assigns.
11. Entire Agreement. This Agreement embodies
the entire agreement and understanding of the parties
hereto in respect of the subject matter hereof. This
Agreement supersedes all prior agreements, arrangements
and understandings of the parties with respect to such
subject matter.
12. Counterparts. This Agreement may be
executed in any number of counterparts, each of which
shall be deemed an original but all of which together
shall constitute one and the same instrument.
13. Headings. The section headings contained
in this Agreement arte for convenience only and shall not
control or affect in any way the meaning or
interpretation of the provisions of this Agreement.
14. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of Missouri without giving effect to the
conflicts of law principles of such jurisdiction.
15. Notices. All notices, requests, claims,
demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given at
the time of delivery if personally delivered or
telecopied (with confirmation of receipt), the next day,
if delivered by nationally-recognized overnight express
service, or five (5) days, if sent by registered or
certified mail (postage prepaid, return receipt
requested) to the parties at the following addresses:
(a) If to PhoneTel to:
PhoneTel Technologies, Inc.
650 Statler Office
1127 Euclid Avenue
Cleveland, Ohio 44115
Telephone Number: (216) 241-2555
Facsimile Number: (216) 241-2574
Attn: Daniel Moos
with copy to:
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, NY 10022
Telephone Number: (212) 735-3000
Facsimile Number: (212) 735-2000
Attn: N.J. Terris, Esq.
(b) If to PTC:
Thomas J. Martin
6752 Covington Creek Trail
Fort Wayne, IN 46804
(219) 632-2455
with copy to:
Shambaugh, Kast, Beck & Williams
600 Standard Federal Plaza
P. O. Box 11648
Fort Wayne, IN 46859-1648
(219) 423-1430
Attention: Edward E. Beck
or to such other address as the person to whom notice is
to be given may have previously furnished to the other in
writing in the manner set forth above, provided that
notice of a change of address shall be deemed given only
upon receipt.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement, on the day and year first above
written.
PUBLIC TELEPHONE CORPORATION
By:
Thomas J. Martin, President
PHONETEL TECHNOLOGIES, INC.
By:
Name:
Title:
EXHIBIT 7
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 13th day of December, 1995.
/s/ R. Kevin Ackerman
R. Kevin Ackerman
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF ILLINOIS
: ss.:
COUNTY OF COOK
On this 13th day of December, 1995, before me,
Mercedes G. Garcia, a Notary Public in and for the State
and County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Mercedes G. Garcia
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 4th day of December, 1995.
/s/ Richard R. Bowlin
Richard R. Bowlin
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 4th day of December, 1995, before me,
Richard R. Bowlin, a Notary Public in and for the State
and County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 4th day of December, 1995.
/s/ W. Lloyd Bridges, M.D.
W. Lloyd Bridges, M.D.
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 4th day of December, 1995, before me,
W. Lloyd Bridges, M.D., a Notary Public in and for the
State and County aforesaid, personally appeared the above
named Grantor personally known to me to be the person
whose name is subscribed to this instrument, and
acknowledged that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 5th day of December, 1995.
/s/ Robert L. Bridges, Trustee
W. Lloyd Bridges, MD - Trust
by Robert L. Bridges, Trustee
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF OHIO
: ss.:
COUNTY OF UNION
On this 5th day of December, 1995, before me,
W. Lloyd Bridges, MD Trust, a Notary Public in and for
the State and County aforesaid, personally appeared the
above named Grantor personally known to me to be the
person whose name is subscribed to this instrument, and
acknowledged that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Nancy L. Jillisky
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 8th day of December, 1995.
/s/ Karl D. Schroeder
Real Estate Development, Ltd.
Managing Partner
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF WELLS
On this 8th day of December, 1995, before me,
Debra Pursifull, a Notary Public in and for the State and
County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Debra Pursifull
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 8th day of December, 1995.
/s/ Richard W. Evans
Richard W. Evans
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF WELLS
On this 8th day of December, 1995, before me,
Debra Pursifull, a Notary Public in and for the State and
County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Debra Pursifull
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 8th day of December, 1995.
/s/ Ryan M. Evans
Ryan M. Evans
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF WELLS
On this 8th day of December, 1995, before me,
Debra Pursifull, a Notary Public in and for the State and
County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Debra Pursifull
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 6th day of December, 1995.
/s/ Constance A. Gregory
Constance A. Gregory
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 6th day of December, 1995, before me,
Constance A. Gregory, a Notary Public in and for the
State and County aforesaid, personally appeared the above
named Grantor personally known to me to be the person
whose name is subscribed to this instrument, and
acknowledged that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 4th day of December, 1995.
/s/ Samuel B. Gregory, Jr.
Samuel B. Gregory, Jr.
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 4th day of December, 1995, before me,
Samuel B. Gregory, Jr., a Notary Public in and for the
State and County aforesaid, personally appeared the above
named Grantor personally known to me to be the person
whose name is subscribed to this instrument, and
acknowledged that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 7th day of December, 1995.
/s/ Gerald Guyer
Gerald Guyer
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 7th day of December, 1995, before me,
Gerald Guyer, a Notary Public in and for the State and
County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 6th day of December, 1995.
/s/ William R. Klaehn
/s/ J. Yvonne Klaehn
William R. Klaehn &
J. Yvonne Klaehn Jt Ten
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 6th day of December, 1995, before me,
William R. Klaehn and J. Yvonne Klaehn, Jt Ten, a Notary
Public in and for the State and County aforesaid,
personally appeared the above named Grantor personally
known to me to be the person whose name is subscribed to
this instrument, and acknowledged that he executed the
same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 3rd day of December, 1995.
/s/ Marvin L. Komisorow
Marvin L. Komisorow
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 3rd day of December, 1995, before me,
Marvin L. Komisorow, a Notary Public in and for the State
and County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 7th day of December, 1995.
Paine Webber - IRA
/s/ John E. Krueger, M.D.
Paine Weber - IRA
John E. Krueger, M.D.
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 7th day of December, 1995, before me,
Paine Webber - IRA John E. Krueger, M.D., a Notary
Public in and for the State and County aforesaid,
personally appeared the above named Grantor personally
known to me to be the person whose name is subscribed to
this instrument, and acknowledged that he executed the
same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 5th day of December, 1995.
/s/ James R. Martin
James R. Martin
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF ILLINOIS
: ss.:
COUNTY OF COOK
On this 5th day of December, 1995, before me,
James R. Martin, a Notary Public in and for the State and
County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Heather M. Shinn
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 9th day of December, 1995.
/s/ Thomas James Martin
Thomas James Martin, Trustee of
the Thomas James Martin
Living Trust U/A dated 2/15/90
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 9th day of December, 1995, before me,
Thomas James Martin, Trustee of the Thomas James Martin
Living Trust U/A dated 2/15/90, a Notary Public in and
for the State and County aforesaid, personally appeared
the above named Grantor personally known to me to be the
person whose name is subscribed to this instrument, and
acknowledged that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 8th day of December, 1995.
/s/ Thomas J. Martin, Jr.
Thomas J. Martin, Jr.
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 8th day of December, 1995, before me,
Thomas J. Martin, Jr., a Notary Public in and for the
State and County aforesaid, personally appeared the above
named Grantor personally known to me to be the person
whose name is subscribed to this instrument, and
acknowledged that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 3rd day of December, 1995.
/s/ Thomas J. Martin
Thomas J. Martin
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 3rd day of December, 1995, before me,
Thomas J. Martin, a Notary Public in and for the State
and County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 6th day of December, 1995.
Morgan Motors Inc. by
/s/ Lewis G. Morgan
Morgan Motors, Inc. by
Lewis G. Morgan
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF DELAWARE
On this 6th day of December, 1995, before me,
Robert L. Miller, a Notary Public in and for the State
and County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Robert L. Miller
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 7th day of December, 1995.
/s/ Jerald L. Morgan
Jerald L. Morgan
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 7th day of December, 1995, before me,
Jerald L. Morgan, a Notary Public in and for the State
and County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 6th day of December, 1995.
/s/ Gerald R. Nolan, M.D.
Gerald R. Nolan, M.D.
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 6th day of December, 1995, before me,
Gerald R. Nolan, M.D., a Notary Public in and for the
State and County aforesaid, personally appeared the above
named Grantor personally known to me to be the person
whose name is subscribed to this instrument, and
acknowledged that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 12th day of December, 1995.
/s/ Richard L. Schlott, Jr.
Richard L. Schlott, Jr.
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF ILLINOIS
: ss.:
COUNTY OF DEPAGE
On this 12th day of December, 1995, before me,
Rita D. Beese, a Notary Public in and for the State and
County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Rita D. Beese
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 4th day of December, 1995.
/s/ David E. Schouweiler
David E. Schouweiler
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 4th day of December, 1995, before me,
Ruth A. Blackwell, a Notary Public in and for the State
and County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Ruth A. Blackwell
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 5th day of December, 1995.
/s/ Jeanne R. Schouweiler
Jeanne R. Schouweiler
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 5th day of December, 1995, before me,
Jeanne R. Schouweiler, a Notary Public in and for the
State and County aforesaid, personally appeared the above
named Grantor personally known to me to be the person
whose name is subscribed to this instrument, and
acknowledged that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 3rd day of December, 1995.
/s/ Scot C. Schouweiler
Scot C. Schouweiler
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 3rd day of December, 1995, before me,
Scot C. Schouweiler, a Notary Public in and for the State
and County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Cathy L. Martin
Notary Public
SHAREHOLDER REPRESENTATIVE
POWER OF ATTORNEY
The undersigned (the "Grantor") hereby
constitutes and appoints Thomas J. Martin (the
"Attorney") the Grantor's true and lawful representative
and attorney-in-fact, without the power of substitution,
to act on the Grantor's behalf and in the Grantor's name,
place and stead, for the limited purpose of taking all
actions, and executing, delivering and filing any and all
documents as the Attorney may deem necessary or
desirable, in the Attorney's absolute discretion, as
fully as the Grantor could do if present, in connection
with:
(i) the execution and delivery by the
Grantor, as a former shareholder of Public Telephone
Corporation ("Public"), of the Voting Agreement, by
and among PhoneTel Technologies, Inc. ("PhoneTel")
and certain former shareholders of Public (including
Grantor), any amendments or supplements thereto or
any other documents related thereto;
(ii) the execution, delivery and filing of
a Schedule 13D with the Securities Exchange
Commission and NASDAQ, in connection with the Voting
Agreement, any amendments or supplements thereto or
any other documents related thereto; and
(iii) the execution, delivery and filing
of any other agreement, certification or document
relating to or arising out of the merger between
Public and a wholly owned subsidiary of PhoneTel or
any amendments or supplements thereto;
and generally to do, execute and perform any and all
other acts, deeds, matters or things whatsoever that
ought to be done, executed and performed, or that, in the
Attorney's opinion, ought to be done, executed or
performed, of every nature and kind whatsoever, as fully
effectual as the undersigned could do if personally
present, in order to effectuate the above referenced
materials and the purpose of the power hereby granted.
The Grantor hereby ratifies and confirms, and
promises at all times, upon request, to ratify and
confirm that Thomas J. Martin may lawfully do or cause to
be done pursuant to this Power of Attorney.
To the fullest extent permitted by applicable
law, this Power of Attorney shall survive the bankruptcy,
death, incompetency or insolvency of the Grantor.
This instrument may not be changed orally. The
Grantor may revoke this instrument at any time without
prior notice by a written instrument of revocation. Such
instrument shall be valid upon receipt by the Attorney.
The foregoing notwithstanding, to induce third
parties to act hereunder, any third party receiving a
duly executed copy or facsimile of this instrument may
act hereunder and rely hereon.
IN WITNESS WHEREOF, intending to be legally
bound hereby, the undersigned Grantor has executed this
Power of Attorney as of the 4th day of December, 1995.
/s/ Edward E. Beck
SKBW Partnership
Edward E. Beck
CERTIFICATE OF ACKNOWLEDGEMENT
OF NOTARY PUBLIC
STATE OF INDIANA
: ss.:
COUNTY OF ALLEN
On this 4th day of December, 1995, before me,
Debra L. Stinson, a Notary Public in and for the State
and County aforesaid, personally appeared the above named
Grantor personally known to me to be the person whose
name is subscribed to this instrument, and acknowledged
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
/s/ Debra L. Stinson
Notary Public
