SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
PHONETEL TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
71921H406
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
950 Third Avenue Lowenstein, Sandler, Kohl,
Twentieth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 18, 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 l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. | |
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule l3d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially Owned by -------------------------------
Each Reporting 8) Shared Voting Power: *
Person With: -------------------------------
9) Sole Dispositive Power: *
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10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,032,800*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 12.4%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Cerberus is the record holder of 102,412 Warrants of PhoneTel, each
Warrant entitling the holder thereof, at its option, to purchase either (i) one
(1) share of PhoneTel Series A Special Convertible Preferred Stock (which is
convertible by the holder thereof into twenty (20) shares of PhoneTel common
stock) or (ii) twenty (20) shares of PhoneTel common stock. Pursuant to
participation agreements entered into with Cerberus, (a) Styx is the beneficial
owner of 16,101 of the Warrants, (b) Horizons is the beneficial owner of 6,579
of the Warrants, (c) International is the beneficial owner of 14,525 of the
Warrants, (d) Ultra is the beneficial owner of 1,341 of the Warrants and (e)
Styx International, Ltd., a corporation organized under the laws of the Bahamas
("Styx International"), is the beneficial owner of 671 of the Warrants. Also,
Cerberus is the beneficial owner of 19,905 of the Warrants. Stephen Feinberg
possesses voting and investment control over all securities owned by Cerberus,
Styx, Horizons, International, Ultra and Styx International. In addition,
pursuant to participation agreements entered into with Cerberus, (a) 42,518 of
the Warrants are beneficially owned by the Funds and (b) 772 of the Warrants are
beneficially owned by the Unaffiliated Fund. For more information on the
determination of the number of shares of PhoneTel common stock deemed owned by
the entities for which Stephen Feinberg possesses voting and/or investment
authority and the calculation of the percentage ownership resulting therefrom,
see Item 5. Capitalized terms not defined herein shall have the meanings set
forth in the Schedule 13D filed by Stephen Feinberg as of March 15, 1996, which
is hereby amended by this Amendment No. 1.
<PAGE>
Item 5. Interest in Securities of the Issuer.
This Amendment No. 1 to Schedule 13D is being filed as a result of (i) the
increase in the number of shares of PhoneTel common stock outstanding due to the
sale by PhoneTel in a public offering of 6,750,000 shares of common stock and
(ii) the prepayment in full by PhoneTel of the Note. Capitalized terms not
defined herein shall have the meanings set forth in the Schedule 13D filed by
Stephen Feinberg as of March 15, 1996, which is hereby amended by this Amendment
No. 1.
Based upon information provided to Cerberus by management of PhoneTel, as
of December 18, 1996, there were issued and outstanding 14,389,709 shares of
common stock of PhoneTel. As of such date, Cerberus is the record holder of
102,412 Warrants, each Warrant entitling the holder thereof, at its option, to
purchase either (i) one (1) share of PhoneTel Series A Special Convertible
Preferred Stock (which is convertible by the holder thereof into twenty (20)
shares of PhoneTel common stock) or (ii) twenty (20) shares of PhoneTel common
stock. Pursuant to participation agreements entered into with Cerberus, as of
December 18, 1996, (a) Styx is the beneficial owner of 16,101 of the Warrants,
(b) Horizons is the beneficial owner of 6,579 of the Warrants, (c) International
is the beneficial owner of 14,525 of the Warrants, (d) Ultra is the beneficial
owner of 1,341 of the Warrants and (e) Styx International is the beneficial
owner of the 671 of the Warrants. Cerberus, as of such date, is the beneficial
owner of 19,905 of the Warrants.
Stephen Feinberg possesses voting and investment control over all
securities owned by Cerberus, Styx, Horizons, International, Ultra and Styx
International. In addition, pursuant to participation agreements entered into
with Cerberus, as of December 18, 1996, (i) 42,518 of the Warrants are
beneficially owned by the Funds and (ii) 772 of the Warrants are beneficially
owned by the Unaffiliated Fund. Therefore, pursuant to Rule 13d-3, Stephen
Feinberg is deemed to own 2,032,800 of 16,422,509 shares of PhoneTel common
stock deemed outstanding, or 12.4% of the total deemed outstanding.
The only transactions by Cerberus, Styx, Horizons, International, Ultra,
Styx International and the Funds in the common stock of PhoneTel or securities
of PhoneTel which are convertible into shares of common stock of PhoneTel during
the past sixty days was the December 18, 1996 prepayment in full of the Note by
PhoneTel. While the Note was outstanding, the holder thereof was entitled, at
any time, to convert the Note into either (i) 833.333 shares of PhoneTel Series
B Special Preferred Stock (each of which was convertible by the holder thereof
into twenty (20) shares of PhoneTel common stock) for each $100,000 converted or
(ii) 16,666.667 shares of PhoneTel common stock for each $100,000 converted.
Pursuant to participation agreements entered into with Cerberus, immediately
prior to the repayment in full of the Note, (a) Styx was the beneficial owner of
$2,279,653 principal amount of the Note, (b) Horizons was the beneficial owner
of $2,374,639 principal amount of the Note, (c) International was the beneficial
owner of $2,056,569 principal amount of the Note, (d) Ultra was the beneficial
owner of $189,971 principal amount of the Note, (e) Styx International was the
beneficial owner of $94,986 principal amount of the Note, (f) the Funds were the
beneficial owner, in the aggregate, of $4,576,750 principal amount of the Note
and (g) the Unaffiliated Fund was the beneficial owner of $109,233 principal
amount of the Note. Cerberus, prior to the repayment in full of the Note, was
the beneficial owner of $2,818,199 principal amount of the Note.
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
December 27, 1996
/s/ Stephen Feinberg
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Stephen Feinberg, on behalf of
Cerberus Partners, L.P., Styx
Partners, L.P., Long Horizons Fund,
L.P., Cerberus International, Ltd.,
Ultra Cerberus Fund, L.P., Styx
International, Ltd. and the various
private investment funds.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
