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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Phonetel Technologies, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
71921H406
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(CUSIP Number)
Mr. William Austin
212-446-1930
ING (U.S.) Capital Corporation
135 East 57th Street
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Walter W. Driver, Jr.
King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
December 16, 1996
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(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /
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Check the following box if a fee is being paid with the Statement. / / (A
fee is not required only if the reporting person (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 2 of 12 Pages
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<TABLE>
<S> <C> <C>
CUSIP NO. 71921H406
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
ING (U.S.) Capital Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC ,
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER 2,048,240
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,048,240
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,048,240
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.23% [obtain o/s shares from final pro]
</TABLE>
Page 3 of 12 Pages
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14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 4 of 12 Pages
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AMENDMENT NO. 1
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 2. Identity and Background
Item 2 is amended and supplemented by replacing the information
previously filed under this item the following:
As of November 1, 1996 the corporate structure of the reporting
person and its parent companies and affiliates changed. The corporate name of
the reporting person, Internationale Nederlanden (U.S.) Capital Corporation, a
Delaware corporation, was changed to ING (U.S.) Capital Corporation ("Holder").
Holder is engaged in the financial investment business and maintains its
principal place of business at 135 East 57th Street, New York, New York 10022.
Holder plans to transfer the Warrants to a newly formed, wholly owned
subsidiary, ING (U.S.) Investment Corporation, a Delaware corporation, ("U.S.
Investments"), having the same business address as Holder.
Holder is a wholly owned subsidiary of ING (U.S.) Capital Financial
Holdings Corporation, ("U.S. Capital Holdings"), a holding company with
subsidiaries engaged principally in the financial services business. U.S.
Capital Holdings is organized under the laws of the State of Delaware and its
principal executive office is located at 135 East 57th Street, New York, New
York 10022. U.S. Capital Holdings is a wholly owned subsidiary of ING (U.S.)
Financial Holdings Corporation ("U.S.Holdings"),organized under the laws of the
State of Delaware and having its principal executive office is located at 135
East 57th Street, New York, New York 10022.
U.S. Holdings is a wholly owned subsidiary of ING Bank N.V. ("INB").
INB is organized under the laws of The Netherlands and has its principal
executive offices at De Amesterdamse Poort, 1102 MG, Amsterdam Zuid - Oost,
Postbus 1800, 1000 AV, Amsterdam, The Netherlands. INB is engaged principally
in the financial services business.
INB is a wholly owned subsidiary of ING Groep N.V. ("ING"), a holding
company organized under the laws of The Netherlands with subsidiaries engaged
principally in the financial services business. ING's principal executive
office is located at Strawinskylaan 2631, Postbus 810, 1000 AV Amsterdam, The
Netherlands.
Page 5 of 12 Pages
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Schedule 1 attached hereto and incorporated herein by reference sets
forth certain additional information with respect to each executive officer and
director of (i) Holder, (ii) U.S. Investments (iii) U.S. Capital Holdings, (iv)
U.S. Holdings, (v) INB and (vi) ING.
During the last five years, none of (i) Holder, (ii) U.S. Investments
(iii) U.S. Capital Holdings, (iv) U.S. Holdings, (v) INB, (vi) ING and, (vii)
to the best knowledge of Holder, the persons identified in Schedule 1, has been
(a) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) 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 violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to such
laws.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented by adding to the information
previously filed under this item the following:
(a) Except as described previously herein, none of (i) Holder,
(ii) U.S. Investments (iii) U.S. Capital Holdings, (iv) U.S. Holdings, (v) INB,
(vi) ING and, (vii) to the best knowledge of Holder, the persons identified in
Schedule 1 hereto, presently beneficially own any Common Stock.
(c) Except as indicated herein, no transactions in the shares of
Common Stock have been effected by (i) Holder, (ii) U.S. Investments (iii) U.S.
Capital Holdings, (iv) U.S. Holdings, (v) INB, (vi) ING and, (vii) to the best
knowledge of Holder, by any of the persons listed on Schedule 1 hereto, during
the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended and supplemented by adding to the information
previously filed under this item the following:
On December 16, 1996 the Issuer received the proceeds from two public
offerings: on the sale of 6,750,000 shares of Common Stock and $125,000,000 of
Senior Notes due 2006 (the "Public Offerings"). A portion of the net proceeds
from the Public Offerings was used to repay to Holder the remaining balances
on two revolving loan commitments and the Term Loan of fourteen million five
hundred thousand dollars ($14,500,000). The Term Loan had been convertible
into Series B Preferred Stock, which was convertible into 2,416,667 shares of
Common Stock of the Issuer. Therefore, the number of shares beneficially held
by Holder is now 2,048,240 or 14.23% of the outstanding shares of the Issuer.
Page 6 of 12 Pages
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Item 7. Material to be filed as Exhibits.
None.
Page 7 of 12 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: December 16, 1996
ING (U.S.) CAPITAL CORPORATION
By: /s/ William A. Austin
-------------------------
Name: William A. Austin
Title: General Counsel
Page 8 of 12 Pages
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SCHEDULE 1
Schedule 1 is amended and supplemented by adding to the information
previously filed under this item the following:
Set forth below is the name and position of each of the executive
officers and directors of (i) Holder, (ii) U.S. Investments (iii) U.S. Capital
Holdings, (iv) U.S. Holdings, (v) INB and (vi) ING.
Except as otherwise indicated, the principal occupation of each
person listed below is as a Senior Officer of Holder, U.S. Investments, U.S.
Capital Holdings, U.S. Holdings, INB and/or ING, as the case may be. Unless
otherwise indicated, each person for the U.S. entities is a citizen of the
United States and for INB and ING, a citizen of The Netherlands.
The business address of each person at Holder, U.S. Investments, U.S.
Capital Holdings, and U.S. Holdings is 135 East 57th Street, New York, New York
10022. The business address of each person at INB is De Amsterdamse Poort,
1102 MG, Amsterdam Zuid - Oost, Postbus 1800, 1000 AV, Amsterdam, The
Netherlands. The business address of each person at ING is Strawinskylaan
2631, Postbus 810, 1000 AV Amsterdam, The Netherlands.
ING (U.S.) INVESTMENT CORPORATION
<TABLE>
<CAPTION>
Executive Officers
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Name Position
- ---- --------
<S> <C>
Timothy Schantz President
William A. Austin General Counsel
Joseph Kaminsky Senior Vice President
Directors
- ---------
Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
Lane C. Grijns (Netherlands)
J. Clarke Gray
</TABLE>
Page 9 of 12 Pages
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ING (U.S.) CAPITAL CORPORATION
Executive Officers
<TABLE>
<CAPTION>
Name Position
- ---- --------
<S> <C>
Timothy Schantz President
Bart Staal (Netherlands) Chief Executive Officer
J. Clarke Gray Chief Operating Officer
Directors
- ---------
Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
Timothy Schantz Director
Bart Staal (Netherlands) Director
J. Clarke Gray Director
ING (U.S.) CAPITAL FINANCIAL HOLDINGS CORPORATION
Executive Officers
- ------------------
Name Position
- ---- --------
Timothy Schantz President
Directors
- ---------
Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
Timothy Schantz Director
Bart Staal (Netherlands) Director, Chairman
</TABLE>
Page 10 of 12 Pages
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ING (U.S.) FINANCIAL HOLDINGS CORPORATION
<TABLE>
<CAPTION>
Executive Officers
- ------------------
Name Position
- ---- --------
<S> <C>
Lane C. Grijns (Netherlands) President
Bart Staal (Netherlands) Executive Vice President
Directors
- ---------
Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
Lane C. Grijns (Netherlands) Director
Bart Staal (Netherlands) Director
H. Lindenbergh (Netherlands) Director, Chairman
M. Minderhoud (Netherlands) Director, Vice Chairman
ING BANK N.V.
Executive Officers
- ------------------
Name Position
- ---- --------
G.J.A. van der Lugt Chairman
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
Directors
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Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
J. W. Berghuis Vice Chairman, Executive Board, Koninklijke
Pakhoed N.V.
J. Kamminga Chairman of the Board, MKB Nederland; director of
Makelaarskantoor J. Kamminga & Zonen B.V.
O.H.S. van Royen Retired
G. Verhagen Retired
P.F. van der Heijden
</TABLE>
Page 11 of 12 Pages
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ING GROUP N.V.
<TABLE>
<CAPTION>
Executive Officers
- ------------------
Name Position
- ---- --------
<S> <C>
A.G. Jacobs Chairman
G.J.A. van der Lugt Vice Chairman
J.H. Holsboer Member
H. Huizinga Member
E. Kist Member
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
Directors
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Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
J.B. Erbe, Retired
Chairman
L.A.A. van den Berghe Professor at Erasmus University of Rotterdam,
(Belgium) The Netherlands (Economics and management of
insurance companies)
J.W. Berghuis Vice Chairman, Executive Board, Koninklijke
Pakhoed N.V.
J. Kamminga Chairman of the Board, MKB Nederland; director
of Makelaarskantoor J. Kamminga & Zonen B.V.
O.H.A. van Royen Retired
J.J. van Rijn Retired
G. Verhagen Retired
Vice Chairman
P.F. van der Heijden
M. Ververs Chairman of Executive Board, Wolters Kluwer N.V.
Vice Chairman
</TABLE>
Page 12 of 12 Pages
