SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
PHONETEL TECHNOLOGIES, INC.
____________________________________________________________
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
____________________________________________________________
(Title of Class and Securities)
71921H-10-0
____________________________________________________________
(CUSIP Number of Class of Securities)
PETER G. GRAF
C/O JOSEPH GRAF & COMPANY
6 EAST 43 STREET
NEW YORK, NEW YORK 10017
(212) 972-3333
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
STEPHEN M. BANKER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
MARCH 15, 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: ( )
SCHEDULE 13D
CUSIP No. 71921H-10-9
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PETER G. GRAF
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
PF
_________________________________________________________________
(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
NUMBER OF 1,009,922
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,009,922
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,009,922
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (X)
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.6%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
Item 1. Security and Issuer.
This Amendment No. 2 amends and supplements the
Statement on Schedule 13D (the "Schedule") filed with the
Securities and Exchange Commission by Peter G. Graf dated
July 21, 1995, and amended on September 22, 1995, relating
to his beneficial ownership of shares of common stock, par
value $.01 per share (the "Common Stock"), of PhoneTel
Technologies, Inc., an Ohio corporation (the "Company").
The principal executive offices of the Company are located
at 1127 Euclid Avenue, Cleveland, Ohio 44115.
Item 2. Identity and Background.
The information set forth in Item 2 of the
Schedule is hereby amended and supplemented as follows:
On March 15, 1996, Mr. Graf acquired (i) 25,000
shares of 14% Convertible Preferred Stock, without par
value, $60 stated value (the "14% Convertible Preferred
Stock") and (ii) warrants to purchase 539,989 shares of
Common Stock at $.01 per share (the "Warrant"). In
consideration of this purchase, Mr. Graf paid the Company
$1,500,000 in cash from his personal funds. Copies of the
Designations, Powers, Preferences and Rights of the 14%
Convertible Preferred Stock and of the Warrant are attached
hereto as Exhibits 1 and 2, respectively.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 5 of the
Schedule is hereby amended and supplemented as follows:
(a)(b) Following his acquisition on March 15,
1996 of the 14% Convertible Preferred Stock and the
Warrants Mr. Graf owns (i) 144,869 shares of Common Stock,
(ii) 25,000 shares of 14% Convertible Preferred Stock
convertible into 250,000 shares of Common Stock and (iii)
warrants to purchase 615,053 shares of Common Stock. Based
upon the 3,411,178 shares of Common Stock outstanding, the
shares of Common Stock beneficially owned by Mr. Graf
represent approximately 23.6% of the shares of Common Stock
outstanding.
As described in Amendment No. 1 to this Schedule
13D, as a member of the Group that entered into the Voting
Agreement, Mr. Graf may be deemed to have beneficial
ownership of all of the shares of Common Stock beneficially
owned by the other members of the Group. To the best of
Mr. Graf's knowledge, the other members of the Group own
approximately 831,762 shares of Common Stock and hold
warrants and preferred stock convertible into approximately
932,694 shares of Common Stock. Accordingly, Mr. Graf may
be deemed to beneficially own 2,774,378 shares of Common
Stock, or approximately 53.26% of the outstanding shares of
Common Stock.
(c) Except for the acquisition of the Warrants
and the 14% Convertible Preferred Stock and for purchases
on January 15, 1996 of 382 shares of Common Stock at $6.00
per share and on February 13, 1996 of 528 shares at $6.00
per share from the Company, Mr. Graf has not effected transactions
in the securities of the Company in the last 60 days.
Item 7. Material to be filed as Exhibits.
Exhibit 1 - Designations, Powers, Preferences
and Rights of the 14% Convertible
Preferred Stock
Exhibit 2 - Warrant, dated March 15, 1996, to
purchase 539,989 shares of Common
Stock
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.
Dated: March 27, 1996
/s/ Peter G. Graf
Peter G. Graf
EXHIBIT INDEX
Exhibit No. Exhibit Name Page No.
1 Designations, Powers,
Preferences and Rights of
the 14% Convertible
Preferred Stock
2 Warrant, dated March 15,
1996, to purchase 539,989
shares of Common Stock
Exhibit 1
Designations, Powers, Preferences and
Rights of the 14% Convertible Preferred Stock
(n) Out of the Company's existing authorized but
unissued shares of Preferred Stock (as described
above in subparagraph (b) of this Article FOURTH),
Two Hundred Thousand (200,000) shares of a new
series of 14% Convertible Preferred Stock, Without
Par Value, $60 Stated Value, Cumulative and
Redeemable, hereinafter designated as the "14%
Convertible Preferred Stock", which shall have the
following designations, powers, preferences and
rights, and shall be subject to the following
qualifications, limitations and restrictions:
1. DESIGNATION OF STOCK. The new 14% Convertible
Preferred Stock, Without Par Value, $60 Stated
Value, Cumulative and Redeemable, shall bear the
designation "14% Convertible Preferred Stock".
2. NUMBER OF SHARES. The maximum number of shares of
14% Convertible Preferred Stock shall be 200,000.
3. DIVIDENDS. Holders of record of shares of 14%
Convertible Preferred Stock shall be entitled to
receive, when and as declared by the Board of
Directors, dividends, payable in shares of 14%
Convertible Preferred Stock, at the quarterly rate
of 0.035 shares of 14% Convertible Preferred Stock
per share of 14% Convertible Preferred Stock with
respect to such shares outstanding as of the
immediately preceding Record Date (as hereinafter
defined). Such dividends shall be payable on the
first business day of April, July, October and
January (hereinafter referred to as a "Dividend
Payment Date") commencing April 1, 1996 to persons
who are holders of record on the fifteenth (15th)
day of the month immediately preceding such Dividend
Payment Date (a "Record Date"). Such dividends with
respect to any share of 14% Convertible Preferred
Stock shall accrue (whether or not declared) from
the date of issue thereof. Fractional shares of 14%
Convertible Preferred Stock may be issued in
connection with a payment of a dividend, and any
such fractional shares shall be rounded down to the
nearest one-hundredth (1/100) of a share.
So long as any of the 14% Convertible Preferred
Stock is outstanding, the Company will not declare
or pay or set apart for payment any dividends (other
than a dividend in Common Stock or in any other
class of stock ranking junior to the 14% Convertible
Preferred Stock both as to dividends and upon
liquidation) or make any other distribution on any
class of Company stock ranking junior to the 14%
Convertible Preferred Stock either as to dividends
or upon liquidation and will not redeem, purchase or
otherwise acquire for value, or set apart money for
any sinking or other analogous fund for the
redemption or purchase of, any shares of any such
junior class unless all dividends on the 14%
Convertible Preferred Stock for all Dividend Payment
Dates prior to or concurrent with the payment with
respect to any such dividend, distribution,
redemption, purchase or acquisition as to such
junior class (in any such case, a "Junior Payment"),
and, if the Junior Payment does not occur on a
Dividend Payment Date for the 14% Convertible
Preferred Stock, for the next succeeding Dividend
Payment Date, shall have been paid. The foregoing
notwithstanding, the holders of fifty percent (50%)
or more of the outstanding 14% Convertible Preferred
Stock may approve any redemption or purchase of any
of the securities listed above. Further, the
Company may purchase its Common Stock for purposes
of fulfilling payment of employee benefits or for
which the Company has agreements effective prior to
the issuance of the 14% Convertible Preferred Stock.
4. LIQUIDATION. The shares of 14% Convertible
Preferred Stock shall be preferred over the shares
of Common Stock and any other series of Preferred
Stock other than the 10% Non-Voting Preferred Stock,
without par value, $10 Stated Value, Cumulative (the
"10% Non-Voting Preferred Stock"), the Series A
Special Preferred Stock, and the Series B Special
Preferred Stock, as to assets of the Company
available for distribution to its stockholders, so
that in the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or
involuntary, the holders of the 14% Convertible
Preferred Stock shall be entitled to receive out of
the assets of the Company available for distribution
to its stockholders, whether from capital, surplus
or earnings, before any distribution is made to
holders of shares of Common Stock or any other
series of Preferred Stock, but only after
distribution is made to the holders of the 10% Non-
Voting Preferred Stock, the Series A Special
Preferred Stock, and the Series B Special Preferred
Stock, an amount equal to $60 per share of 14%
Convertible Preferred Stock outstanding as of the
date payment is made. If, upon any liquidation,
dissolution or winding up of the Company, the assets
of the Company, or proceeds thereof, distributable
among the holders of 14% Convertible Preferred Stock
are insufficient to pay in full the preferential
amount aforesaid, then such assets, or proceeds
thereof, shall be distributable among such holders
ratably in accordance with the respective amount
which would be payable on such shares if all amounts
payable thereon were payable in full.
For the purposes of this paragraph 4, neither the
voluntary sale, lease, conveyance, exchange or
transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all the
property or assets of the Company, nor the
consolidation or merger of the Company with one or
more other companies, shall be deemed to be a
liquidation, dissolution or winding up, voluntary or
involuntary, unless such voluntary sales, lease,
conveyance, exchange or transfer shall be in
connection with a plan of liquidation, dissolution
or winding up of the Company.
5. CONVERSION. The shares (including fractional
portions thereof) of 14% Convertible Preferred Stock
shall be convertible into Common Stock, $.01 par
value, of the Company ("Common Stock"), subject to
adjustment as provided in paragraph 6, as follows:
each share of 14% Convertible Preferred Stock is
convertible into ten (10) shares of Common Stock,
plus each share of 14% Convertible Preferred Stock
comprising accrued and unpaid dividends with respect
to such converted share concurrently shall be
converted into ten (10) shares of Common Stock;
provided, however, that the number of shares of
Common Stock issuable upon conversion of each share
of 14% Convertible Preferred Stock may be adjusted
as provided in paragraph 6, and provided further
that fractional shares of 14% Convertible Preferred
Stock may be converted into the number of whole
shares of Common Stock derived by multiplying the
amount of fractional shares of 14% Convertible
Preferred Stock by 10 and rounding down to the
nearest whole share of Common Stock. Holders of 14%
Convertible Preferred Stock may convert each share
of 14% Convertible Preferred Stock at any time or
from time to time after the date of issuance of such
shares and prior to the Redemption Date (as
hereinafter defined). Each share of 14% Convertible
Preferred Stock shall be deemed to have been
converted ("Conversion Date") when the Company shall
have received a written notice of conversion from
the holder thereof specifying the number of shares
of 14% Convertible Preferred Stock being converted
and accompanied by the share certificate or
certificates representing such shares being
converted thereby, duly endorsed to reflect the
conversion thereof; whereupon the Company shall
issue ten (10) shares of its Common Stock
("Conversion Shares") for each share of 14%
Convertible Preferred Stock delivered for
conversion, plus ten (10) shares of Common Stock for
each share of 14% Convertible Preferred Stock
comprising accrued and unpaid dividends, if any, on
the shares of 14% Convertible Preferred Stock
delivered for conversion, plus the shares of Common
Stock into which fractional shares of 14%
Convertible Preferred Stock are convertible as
provided above, each subject to adjustment as
provided in paragraph 6 hereof. The Company shall
deliver to the holder named therein a certificate or
certificates representing the Conversion Shares
within fifteen (15) days of the Conversion Date.
Unless all of the 14% Convertible Preferred Stock
evidenced by the surrendered certificate shall have
been converted, the Company shall within fifteen
(15) days of the Conversion Date deliver to the
holder named therein a new certificate,
substantially identical to that surrendered,
representing the 14% Convertible Preferred Stock
formerly represented by the surrendered certificate
which shall not have been converted or redeemed.
6. CONVERSION ADJUSTMENTS. If at any time or from time
to time the Company shall by stock dividend,
subdivision, combination, or reclassification of
shares or otherwise, change as a whole the
outstanding shares of Common Stock into a different
number or class of shares, the number of shares
issuable upon conversion of shares of 14%
Convertible Preferred Stock, immediately prior to
the date upon which such change shall become
effective, shall be proportionately adjusted.
Irrespective of any adjustment or change in the
number of shares of Common Stock actually issuable
upon conversion hereof, the certificate theretofore
and thereafter issued with respect to any shares of
14% Convertible Preferred Stock may continue to
express the number of shares issuable with respect
to the 14% Convertible Preferred Stock when
initially issued. In the case of the issuance of
additional shares of Common Stock as a dividend, the
aggregate number of shares of Common Stock issued in
payment of such dividend shall be deemed to have
been issued at the close of business on the record
date fixed for the determination of shareholders
entitled to such dividend and shall be deemed to
have been issued without consideration; provided,
however, that if the Company, after fixing such
record date, shall legally abandon its plan to so
issue Common Stock as a dividend, no adjustment
shall be required by reason of the fixing of such
record date.
If at any time while shares of the 14% Convertible
Preferred Stock are outstanding the Company effects
any consolidation or merger with any other
corporation or entity, the holders of the 14%
Convertible Preferred Stock shall thereafter be
entitled upon such conversion to acquire, with
respect to each share of Common Stock issuable
hereunder immediately prior to the date upon which
such consolidation or merger shall become effective,
the securities or property to which a holder of one
share of Common Stock would have been entitled upon
such consolidation or merger, or without further
consideration other than the delivery of the
certificate or certificates representing the 14%
Convertible Preferred Stock upon such consolidation
or merger.
7. REDEMPTION. The Company may redeem at any time, and
from time to time, upon delivery of written notice
of such redemption to the holder thereof, shares of
14% Convertible Preferred Stock and accrued and
unpaid dividends thereon at a redemption price of
$60 per share for each share redeemed, with a
proportionate amount for each fractional share (the
"Redemption Price"). The holder of each share of
14% Convertible Preferred Stock shall have the right
to convert the 14% Convertible Preferred Stock into
Common Stock in accordance with the provisions of
paragraph 5 hereof within twenty (20) days of
receipt of the notice of such redemption. The
twenty-first day after receipt of such notice of
redemption shall be the "Optional Redemption Date."
On June 30, 2000 (the "Mandatory Redemption Date"),
the Company shall redeem all of the shares of 14%
Convertible Preferred Stock then outstanding and all
accrued and unpaid dividends thereon, at the
Redemption Price.
Upon the earlier of the Optional Redemption Date or
the Mandatory Redemption Date (a "Redemption Date")
(provided that payment thereof is made available by
the Company on the Redemption Date) holders of the
14% Convertible Preferred Stock to be redeemed on
such date shall cease to be stockholders with
respect to such shares and thereafter such shares
shall no longer be transferable on the books of the
Company and holders of the 14% Convertible Preferred
Stock shall have no interest in or claim against the
Company with respect to such shares except the right
to receive payment of the Redemption Price. The
Board of Directors shall cause the transfer books of
the Company to be closed as to shares to be
redeemed. Any redemption of the 14% Convertible
Preferred Stock shall be accomplished with funds
legally available for such purpose.
8. VOTING. Except as provided by law, the holders of
shares of 14% Convertible Preferred Stock shall have
no voting rights whatsoever.
Exhibit 2
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY
NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED,
ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE COMMON STOCK OF
PHONETEL TECHNOLOGIES, INC.
March 15, 1996
THIS CERTIFIES that, for value received, and
subject to all of the provisions upon the terms and
conditions hereinafter set forth, Peter Graf (the
"Holder"), is entitled to subscribe for and purchase
539,989 shares of Common Stock (the "Shares") of PHONETEL
TECHNOLOGIES, INC., an Ohio corporation, with its
principal office at 650 Statler Office Tower, 1127 Euclid
Avenue, Cleveland, Ohio 44115 (the "Company").
SECTION 1. EXERCISE OF WARRANTS. The rights
represented by this Warrant may be exercised in whole or
in part at any time during the period commencing at the
date of issuance of this Warrant (the "Issuance Date")
and ending at the earlier of (i) March 13, 2001, (ii) the
date of closing of the sale of all or substantially all
of the assets or the outstanding capital stock of the
Company, or the merger of the Company if the current
shareholders of the Company shall own less than fifty
percent (50%) of the outstanding voting securities of the
surviving corporation immediately following such merger
(the "Exercise Period"), by delivery of the following to
the Company at its address set forth above (or at such
other address as it may designate by notice in writing to
the Holder):
(a) An executed Notice of Exercise in the form
attached hereto;
(b) Payment of the exercise price of $.01 per
share (the "Exercise Price") in cash or by check; and
(c) This Warrant.
In the event of exercise of the rights
represented by this Warrant, a certificate or
certificates for the Shares issuable pursuant to such
exercise (the "Exercise Shares") registered in the name
of the Holder or persons affiliated with the Holder, if
the Holder so designates, shall be issued and delivered
to the Holder within a reasonable time after such
exercise but in any event within thirty (30) days.
The person in whose name any certificate or
certificates for Exercise Shares are to be issued upon
exercise of this Warrant shall be deemed to have become
the holder of record of such shares on the date on which
this Warrant was surrendered and payment of the Exercise
Price was made, irrespective of the date of delivery of
such certificate or certificates, except that, if the
date of such surrender and payment is a date when the
stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding
date on which the stock transfer books are open.
SECTION 2. COVENANTS OF THE COMPANY.
2.1 Covenants as to Exercise Shares. The
Company agrees that all Exercise Shares that may be
issued upon exercise of the rights represented by this
Warrant will, upon issuance, be validly issued and
outstanding, fully paid and nonassessable, and free from
all taxes, liens and charges with respect to the issuance
thereof (other than (i) those created by the Holder, if
any, and (ii) taxes in respect of any transfer occurring
contemporaneously with such issue); provided, however,
that the Exercise Shares shall not be registered and
shall be subject to restrictions on transfer under the
state or federal securities laws as required at the time
of issuance thereof. The Company further agrees that the
Company will at all times beginning on the Issuance Date
and thereafter during the Exercise Period, have
authorized and reserved, free from preemptive rights, a
sufficient number of shares of its stock to provide for
the exercise of the rights represented by this Warrant.
If at any time during the Exercise Period the number of
authorized but unissued shares of the stock shall not be
sufficient to permit exercise of this Warrant, the
Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its
authorized but unissued shares of stock to such number of
shares as shall be sufficient for such purposes.
2.2 Notices of Record Date. In the event of
any taking by the Company of record of the holders or any
class of securities for the purpose of determining the
holders of Common Stock who are entitled to receive any
dividend (other than a cash dividend which is the same as
cash dividends paid in previous quarters) or other
distribution, the Company shall mail to the Holder, at
least ten (10) days prior to the date specified herein, a
notice specifying the date on which any such record is to
be taken for the purpose of such dividend or
distribution.
SECTION 3. ADJUSTMENT PROVISIONS.
3.1 Adjustment of Number of Exercise Shares.
The number of Exercise shares shall be subject to
adjustment from time to time as follows:
(a) If, at any time during the Exercise
Period, the number of outstanding shares of stock of the
Company of the class and series covered by this Warrant
is increased by a subdivision or split-up of such
outstanding shares, then, concurrently with the
effectiveness of such subdivision or split-up, the number
of Exercise Shares shall be proportionately increased and
the Exercise Price proportionately decreased.
(b) If, at any time during the Exercise
Period, the number of outstanding shares of stock of the
Company of the class and series covered by this Warrant
is decreased by a combination of such outstanding shares,
then, concurrently with effectiveness of such
combination, the number of Exercise Shares shall be
proportionately decreased and the Exercise Price
proportionately increased.
3.2 Certificate as to Adjustments. Upon the
occurrence of any adjustment or readjustment of the
number of securities issuable upon exercise of this
Warrant in accordance with Paragraph 3.1, the Company
shall compute such adjustment, or readjustment in
accordance with the terms hereof and furnish to the
Holder a written statement setting forth each adjustment
or readjustment and the facts upon which such adjustment
or readjustment is based. The form of this Warrant need
not be changed because of any adjustment in the number or
securities subject to this Warrant.
3.3 Fractional Shares. No fractional shares
shall be issued upon the exercise of this Warrant as a
consequence of any adjustment pursuant to Paragraph 3.1
or otherwise. All Exercise Shares (including fractions)
issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether such exercise would
otherwise result in the issuance of any fractional share.
If, after aggregation, such exercise would otherwise
result in the issuance of a fractional share, the Company
shall, in lieu of such issuance of any such fractional
share, pay the Holder a sum in cash equal of the product
resulting from multiplying the then current fair market
valve of an Exercise Share by such fraction.
SECTION 4. NO SHAREHOLDER RIGHTS. This Warrant
in and of itself shall not entitle the Holder to any
voting rights or other rights as a shareholder of the
Company.
SECTION 5. TRANSFER OF WARRANTS. Subject to
applicable laws and to the restriction on transfer set
forth on the first page of this Warrant, this Warrant
and all rights hereunder are transferrable, by the Holder
in person or by duly authorized attorney, upon delivery
of this Warrant and the form of assignment attached
hereto to any transferee designated by Holder, so long as
such transferee executes an investment letter in form and
substance satisfactory to the Company. Upon any such
transfer, the transferee shall thereafter be deemed the
Holder for purposes of this Warrant.
SECTION 6. LOSS, THEFT, DESTRUCTION OR
MUTILATION OF WARRANT. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in
case of loss, theft, or destruction, of indemnity or
security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation
of this Warrant if mutilated, the Company will make and
deliver a new Warrant of like tenor and dated as of such
cancellation, in lieu of this Warrant.
SECTION 7. NOTICES, ETC. All notices and other
communications required or permitted hereunder shall be
in writing and shall be sent by telex, telegram, express
mail or other form of rapid communications, if possible,
and if not then such notice or communication shall be
mailed by first-class mail, postage prepaid, addressed to
the Holder and the Company at their addresses set forth
herein, or at such other address as one party may furnish
to the other in writing. Notice shall be deemed
effective on the date dispatched if by personal delivery,
telex or telegram, two days after mailing if by express
mail, or three days after mailing if by first-class mail.
SECTION 8. ACCEPTANCE. Receipt of this
Warrant by the Holder shall constitute acceptance of and
agreement to all of the terms and conditions contained
herein.
IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its duly authorized officer as
of the 13th day of March, 1996.
PHONETEL TECHNOLOGIES, INC.
BY: /S/ PETER GRAF
PETER GRAF
CHAIRMAN
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form,
and supply required information. Do not use
this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to
(Please Print)
whose address is
(Please Print)
Dated: , 19
Holder's Signature
Holder's Address
Signature Guaranteed:
Note: This signature to this Agreement Form must
correspond with the name as it appears on the face of the
Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company. Officers of corporations and those acting in a
fiduciary or other representative capacity should file
proper evidence of authority to assign the foregoing
Warrant.
NOTICE OF EXERCISE
TO: PhoneTel Technologies, Inc.
(1) The undersigned hereby elects to purchase
shares of Common Stock of PhoneTel Technologies, Inc.
pursuant to the terms of the attached Warrant, and
tenders herewith payment of the Exercise Price in full,
together with all applicable transfer taxes if any.
(2) Please issue certificate or certificates
representing said shares of Common Stock in the name of
the undersigned or in such other name as is specified
below:
(Name)
(Address)
(3) The undersigned represents that the aforesaid
shares of Common Stock are being acquired for the account
of the undersigned for investment and not with a view to,
or for resale in connection with, the distribution
thereof and that the undersigned has no present intention
of distributing or reselling such shares.
_____________________________________
(Date) (Signature)
____________________________________
(Title)
[Restatement of Peter Graf's
Schedule 13D filed on July 21, 1995]
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
Common Stock Purchase Warrants
Expiring December 31, 1997
(See Introductory Statement Hereto)
(Title of Class of Securities)
719 21 H 109
(CUSIP Number)
Mr. Peter Graf
6 East 43rd Street
New York, New York 10017
(212) 972-3333
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications)
(May 12, 1995; See Introductory Statement Hereto)
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with the
statement. [ ]
SCHEDULE 13D
CUSIP No. 719 21 H 109
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Peter Graf
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(7) SOLE VOTING POWER
NUMBER OF 630,929
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 630,929
WITH
POWER (10) SHARED DISPOSITIVE
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
630,929
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.9%
(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Introductory Statement
This statement constitutes the filing of an original
Schedule 13D statement pursuant to Section 13d-1(a) under
the Securities Exchange Act of 1934 on behalf of Peter
Graf, an individual ("Graf"), as the reporting person
hereunder.
Item 1. Security and Issuer.
The class of securities to which this Statement
relates is the (i) Common Stock, $.01 par value (the
"Common Stock"), and (ii) certain Common Stock Purchase
Warrants (the "Warrants") expiring December 31, 1997,
each such warrant to purchase a share of the Issuer's
Common Stock at $1.00 per share of PhoneTel Technologies,
Inc., a corporation organized under the laws of the State
of Ohio (the "Issuer").
Of the 630,929 shares of Common Stock beneficially
owned by Graf, (i) 199,401 shares are issuable upon the
exercise of the Warrants. The Warrants are not
registered pursuant to the Securities Act of 1934, as
amended.
The Issuer's principal executive offices are located
at 1127 Euclid Avenue, 650 Statler Office Tower,
Cleveland, Ohio 44115.
Item 2. Identity and Background.
(a) Name: Peter Graf
(b) Residence or business address:
Joseph Graf & Co.
6 East 43rd Street
New York, New York 10017
(c) Present principal occupation or employment and
the name, principal business and address of any
corporation or other organization in which such
employment is conducted:
Graf is a certified public accountant and
lawyer and is currently the managing partner of
Joseph Graf & Co.
(d)-(e) Graf has not, during the last five years,
(a) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities
subject to, federal or state securities law or finding
any violations with respect to such laws.
(f) Citizenship: United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Common Stock reported herein as having been
acquired by Graf consists of 182,735 shares which Graf
has the right to acquire prior to December 31, 1997
pursuant to a Loan Agreement dated December 29, 1993,
associated Promissory Note dated January 5, 1994 (the
"Original Agreements") and subsequent amendment to said
Loan Agreement and Promissory Note (the "Amended
Agreements"). A copy of the Original Agreements and
Amended Agreements are attached hereto as Exhibits and
incorporated herein by reference.
Pursuant to said agreements, Graf loaned PhoneTel
$180,000 over a six month period with interest payable
annually at 8.0%. As additional consideration for
entering into the Original Agreements, on January 5, 1994
Graf was granted the right to purchase 28,235 shares of
Common Stock. The maturity date was subsequently
extended pursuant to the terms of the Amended Agreements
in consideration of the issuance of additional warrants
totaling 154,500. As additional consideration, Graf was
granted a reduction in the exercise price of all Warrants
previously issued to $1.00. On May 8, 1995 the principal
balance and accrued interest due Graf pursuant to the
Original and Amended Agreements was converted into Common
Stock at a per share price of $.85. As consideration for
the debt conversion, Graf was granted 16,666 Warrants to
purchase Common Stock at an exercise price of $1.00 which
expire on December 31, 1997.
Graf purchased 262,500 shares of Common Stock from
the Issuer on May 4, 1995 for aggregate cash
consideration of $210,000. On May 12, 1995 Graf purchased
62,500 shares of
Common Stock from the Issuer for aggregate cash
consideration of $50,000. On May 23 and May 24, 1995
Graf purchased 20,000 shares of Common Stock in an open
market transaction for aggregate cash consideration of
$18,750.00.
All funds used to purchase securities of the Issuer
held by Graf were his own personal funds. No amount of
such funds were borrowed or otherwise procured from other
sources. Graf anticipates that any funds used to
purchase securities upon the exercise of the Warrants
will be personal funds and will not be borrowed or
procured from other sources.
A summary of the securities issued to Graf are set
forth below.
Common Stock Price Per Aggregate
Date of Transaction Number of Shares Share Price
5/04/95 262,500 $.80 $210,000
5/08/95 86,528 $.85 $ 73,549
5/12/95 62,500 $.80 $ 50,000
5/23/95 10,000 $.9375 $ 9,375
5/24/95 10,000 $.9375 $ 9,375
Common Stock Purchase Warrants
Date of Transaction Number Issued
01/05/94 28,235
07/05/94 60,000
10/28/94 60,000
02/24/95 17,250
03/09/95 5,750
04/10/95 5,750
05/09/95 5,750
05/10/95 16,666
Item 4. Purpose of Transaction.
Graf has acquired the securities of the Issuer
referred to in Item 3 above for the purpose of
investment.
Subject to the matters referred to below, Graf may
maintain his investment at its current level, acquire
additional securities of the Issuer or sell all or a part
of his investment. In any such case, the decision by
Graf would depend upon a continuing evaluation of the
Issuer's business, prospect and financial condition, the
market for the securities, other investment opportunities
available to him, general economic conditions, stock
market conditions, availability of funds and other
factors and future developments that he may deem relevant
from time to time. Any acquisition or disposition of
securities of the Issuer by Graf may be effected through
open market or privately negotiated transactions, or
otherwise.
Except to the extent set forth above, or in any
other Item hereof, Graf does not have any present plans
or proposals that would result in any of the actions
required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The information set forth in this Item 5(a) is
given as of July 6, 1995. According to the information
provided by the Issuer, Graf believes that, as of July 6,
1995 there were 10,391,585 shares of the Issuer's Common
Stock outstanding. Graf beneficially owns an aggregate
of 630,929 shares of Common Stock (199,401 of such shares
are issuable upon the exercise of the Warrants);
representing 5.9% of the outstanding shares of the Common
Stock.
(b) Graf has sole power to vote or to direct the
vote and to dispose or to direct the disposition of the
securities of the Issuer of which he beneficially owns.
(c) Item 3 hereof set forth certain information
with respect to transactions by Graf in the securities of
the Issuer during the past 60 days, which information is
incorporated herein by reference. Except as set forth in
Item 3, no transactions in the securities of the Issuer
have been effected by Graf during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in the Warrant Agreements
referred to hereinabove, Graf does not have any
contracts, arrangements, understandings or relationships
with any person with respect to any securities of the
Issuer. A copy of the Warrant Agreements are attached
hereto as Exhibits and incorporated herein by reference.
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.
Dated: July 21, 1995
s/s Peter Graf
Peter Graf
Exhibit Index
Exhibit No. Exhibit Name
1 Promissory Note dated January 5, 1994 10
between PhoneTel Technologies, Inc. and
Peter Graf
2 Loan Agreement dated December 29, 1993 12
between PhoneTel Technologies, Inc. and
various lenders
3 Amended Loan Agreement dated 26
February 23, 1995 between PhoneTel
Technologies, Inc. and various lenders
4 Warrant to Purchase Common Stock of 29
PhoneTel Technologies, Inc. and Peter Graf
dated January 5, 1994 together with Amendment
thereto dated March, 1995
5 Warrant to Purchase Common Stock of 39
PhoneTel Technologies, Inc. and Peter Graf
dated July 5, 1994 together with Amendment
thereto dated March, 1995
6 Warrant to Purchase Common Stock of 50
PhoneTel Technologies, Inc. and Peter Graf
dated October 28, 1994 together with
Amendment thereto dated March, 1995
7 Warrant to Purchase Common Stock of 60
PhoneTel Technologies, Inc. and Peter Graf
dated February 24, 1995
8 Warrant to Purchase Common Stock of 68
PhoneTel Technologies, Inc. and Peter Graf
dated March 9, 1995
9 Warrant to Purchase Common Stock of 76
PhoneTel Technologies, Inc. and Peter Graf
dated April 10, 1995
10 Warrant to Purchase Common Stock of 84
PhoneTel Technologies, Inc. and Peter Graf
dated May 9, 1995
11 Warrant to Purchase Common Stock of 92
PhoneTel Technologies, Inc. and Peter Graf
dated May 10, 1995
[Restatement of Amendment No. 1 of Peter Graf's
Schedule 13D filed on October 1, 1995]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
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)
Peter Graf
399 Park Avenue, 27th Floor
New York, New York 10022
(212) 972-3333
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Stephen M. Banker, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-2760
September 22, 1995
(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: ( )
Page 1 of 27 Pages
Exhibit Index Appears on Page 7
SCHEDULE 13D
CUSIP NO. 71921H-10-9 Page 2 of 27 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Peter G. Graf
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) (X)
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
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
831,575
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 831,575
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,976
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.6%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
This Amendment No. 1 amends and supplements the
Statement or Schedule 13D (the "Schedule") filed with the
Securities and Exchange Commission by Peter G. Graf dated
July 21, 1995, relating to his beneficial ownership of
shares of common stock, par value $.01 per share (the
"Common Stock"), of PhoneTel Technologies, Inc., an Ohio
corporation (the "Company"). The principal executive
offices of the Company are located at 1127 Euclid Avenue,
Cleveland, Ohio 44115.
Item 2. Identity and Background.
The information set forth in Item 2 of the Schedule
is hereby amended on supplemented as follows:
On September 22, 1995, Mr. Graf entered into a
Voting and Proxy Agreement and also an amendment thereto
(collectively, the "Voting Agreement") with George Henry,
Gerhard Waldshutz, Steve Richman, Sarah Walker, William
D. Moses Jr., Gabriel Capital, L.P. and Ariel Fund
Limited, The Standard Phone Co. and Zandec Ltd., Joseph
Abrams and Douglas Abrams (collectively, the
"Shareholders") and World Communications, Inc., a
Missouri Corporation ("WCI"). A copy of the Voting
Agreement is attached as Exhibit 1 hereto and is
incorporated herein by reference. As a result of
entering into the Voting Agreement, Mr. Graf may pursuant
to Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, and the Rules promulgated thereunder,
be deemed a member of a group consisting of the
Shareholders (the "Group"). Disclosure herein with
respect to other members of the Group is made on
information and belief after making inquiry to the
appropriate party.
Item 4. Purpose of Transaction.
The information set forth in Item 4 of the Schedule
is hereby amended on supplemented as follows:
The Voting Agreement (as defined in Item 2 above)
provides, among other things, that the Shareholders will
vote all shares of common stock of PhoneTel (the
"PhoneTel Shares") owned by them (including any shares
issued upon the exercise of options and warrants) 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 to the Board of
Directors of PhoneTel designated by Stuart Hollander and
Aron Katzman 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 WCI in connection with the merger
(the "Merger") of WCI with and into a wholly owned
subsidiary of PhoneTel.
The Voting Agreement also provides that, under
certain circumstances, the Shareholders will be required
to exercise any options and warrants held by them to the
extent necessary so that at least 52% of the outstanding
PhoneTel Shares will be obligated to vote in favor of the
matters specified in clauses (ii), (iii) and (iv) above,
whether pursuant to the Voting Agreement or other
agreements, assuming for purposes of this calculation
that the PhoneTel Shares issued in connection with the
Merger are so obligated. The Shareholders also appointed
Aron Katzman a proxy to vote their shares at the Special
Meeting.
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 1 hereto and is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 5 of the Schedule
is hereby amended and supplemented as follows:
(a)(b) Mr. Graf owns 831,575 shares of Common Stock
and holds warrants to purchase 449,401 shares of Common
Stock. Based upon the 14,490,405 shares of Common Stock
outstanding, the shares of Common Stock beneficially
owned by Mr. Graf represent approximately 8.3% of the
shares of Common Stock outstanding.
As a member of the Group, Mr. Graf may be deemed to
have beneficial ownership of all of the shares of Common
Stock beneficially owned by the other members of the
Group. To the best of Mr. Graf's knowledge, the other
members of the Group own 4,990,573 shares of Common Stock
and hold warrants convertible into 2,155,424 shares of
Common Stock. Accordingly, Mr. Graf may be deemed to
beneficially own 8,426,973 shares of Common Stock, or
49.3% of the outstanding shares of Common Stock.
(c) Mr. Graf has not effected transactions in the
securities of the Company in the last 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The information set forth in Item 6 of the Schedule
is hereby amended on supplemented as follows:
The discussion of the Voting Agreement which appears
in Item 4 hereof is incorporated into this Item 6.
Item 7. Material to be filed as Exhibits.
1. Voting and Proxy Agreement, dated as of
September 22, 1995 and the amendment thereto,
dated as of September 22, 1995.
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.
October 1, 1995
/s/ Peter G. Graf
(Signature)
Peter G. Graf
(name)
EXHIBIT INDEX
Exhibit Page No.
1. Voting and Proxy Agreement, dated as 8
of September 22, 1995 and the amendment
thereto, dated as of September 22, 1995.
