SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Communications Central Inc.
(Name of Subject Company)
PhoneTel Acquisition Corp.
PhoneTel Technologies, Inc.
(Bidders)
Common Stock, par value $.01 per share
(Title of Class of Securities)
203388 10 3
(CUSIP Number of Class of Securities)
Tammy L. Martin, Esq.
Executive Vice President
Chief Administrative Officer,
and General Counsel
1127 Euclid Avenue
Suite 650
Cleveland, Ohio 44115-1601
(216) 241-2555
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of Bidder)
Copy to:
Stephen M. Banker, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
TENDER OFFER
This Statement ("Amendment No. 2") amends and supplements
the Tender Offer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission (the "Commission") on March 20, 1997, as amended by
Amendment No. 1 to the Schedule 14D-1 filed with the Commission on April
16, 1997 (as so amended, the "Schedule 14D-1"), relating to the offer by
PhoneTel Acquisition Corp., a Georgia corporation (the "Purchaser") and a
wholly owned subsidiary of PhoneTel Technologies, Inc., an Ohio corporation
("PhoneTel"), to purchase all of the outstanding shares of Common Stock,
par value $.01 per share (the "Common Stock"), including the associated
rights to purchase shares of Common Stock (the "Rights" and, together with
the Common Stock, the "Shares"), of Communications Central Inc., a Georgia
corporation (the "Company"), at $12.85 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated March 20, 1997 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer").
Capitalized terms used and not defined herein shall have the meanings
assigned such terms in the Offer to Purchase.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(b) The Purchaser and PhoneTel have extended the date on
which the Offer expires and the Offer will expire at 12:00 Midnight, New
York City time, on Tuesday, August 5, 1997, unless further extended.
The information set forth under the caption "INTRODUCTION"
and under the caption "Section 11 -- Background of the Offer; Purpose of
the Offer and the Merger; the Merger Agreement and Certain Other
Agreements" in the Offer to Purchase and incorporated by reference in the
Schedule 14D-1 is hereby amended and supplemented as follows:
On May 15, 1997, PhoneTel, the Purchaser and the Company
entered into the First Amendment (the "First Amendment") to Agreement and
Plan of Merger dated as of March 14, 1997 (the "Merger Agreement" and as so
amended, the "Amended Merger Agreement").
Pursuant to the Amended Merger Agreement, the Offer is
conditioned upon, among other things, there being validly tendered and not
withdrawn prior to the expiration of the Offer, that number of Shares which
represents at least seventy-five percent (75%) of the Shares outstanding
(but in no event less than 50.1% of the Shares outstanding on a fully
diluted basis). As of the close of business on May 14, 1997, 6,112,181
Shares had been tendered to the Depositary. This represents approximately
97% of the Shares outstanding.
On May 15, 1997, First Union National Bank of Georgia, as
Escrow Agent, the Company and PhoneTel entered into the Release and
Termination (the "Release and Termination") pursuant to which, in
accordance with the Amended Merger Agreement, among other things, (i) the
Company and PhoneTel authorized the Escrow Agent to release to the Company
$5 million in cash, defined as the Escrow Amount, previously deposited with
the Escrow Agent by PhoneTel, subject to the Company's obligation to retain
$3.5 million of the Escrow Amount in a separate account and commitment not
to spend or commit to spend such retained funds without PhoneTel's prior
written consent until the earlier of the (a) purchase of Shares in the
Offer or (b) termination of the Amended Merger Agreement, and (ii) the
Company and PhoneTel discharged the Escrow Agent under the Escrow Agreement
dated as of March 14, 1997.
The foregoing summary of certain provisions of the First
Amendment and the Release and Termination is qualified in its entirety by
reference to the full text of the First Amendment and the Release and
Termination which are incorporated herein by reference and copies of which
are attached hereto as Exhibit (c)(5) and Exhibit (c)(6), respectively.
Item 5. Purpose of the Tender Offer and Plans or Proposal of the Bidder.
(a) The information set forth under the captions
"INTRODUCTION" and "Section 11 -- Background of the Offer; Purpose of the
Offer and the Merger; the Merger Agreement and Certain Other Agreements" in
the Offer to Purchase and incorporated by reference in the Schedule 14D-1
is hereby amended and supplemented to the effect set forth in the response
to Item 3(b) of this Amendment No. 2, which response is incorporated by
reference in this Item 5.
Item 7. Contracts Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
The information set forth under the captions "INTRODUCTION"
and "Section 11 -- Background of the Offer; Purpose of the Offer and the
Merger; the Merger Agreement and Certain Other Agreements" in the Offer to
Purchase and incorporated by reference in the Schedule 14D-1 is hereby
amended and supplemented to the effect set forth in the response to Item
3(b) of this Amendment No. 2, which response is incorporated by reference
in this Item 7.
Item 10. Additional Information.
(f) The Purchaser and PhoneTel have extended the date on
which the Offer expires and the Offer will expire at 12:00 Midnight, New
York City time, on Tuesday, August 5, 1997, unless further extended.
On May 1, 1997, the waiting period under the HSR Act with
respect to the Offer and the Merger expired at 11:59 p.m., New York City
time.
Item 11. Materials to be Filed as Exhibits.
Item 11 is hereby amended and supplemented to add the
following:
(a)(10) Press Release issued by PhoneTel dated May 15, 1997
(c)(5) First Amendment to Agreement and Plan of Merger,
dated as of May 15, 1997, by and among PhoneTel, the
Purchaser and the Company
(c)(6) Release and Termination dated as of May 15, 1997
among First Union National Bank of Georgia, the
Company and PhoneTel
SIGNATURE
After due 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.
Date: May 15, 1997
PHONETEL ACQUISITION CORP.
By: /s/ Peter G. Graf
Peter G. Graf
Chairman and Chief Executive Officer
SIGNATURE
After due 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.
Date: May 15, 1997
PHONETEL TECHNOLOGIES, INC.
By: /s/ Peter G. Graf
Peter G. Graf
Chairman and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit Number Exhibit
(a)(10) Press Release issued by PhoneTel dated May 15, 1997
(c)(5) First Amendment to Agreement and Plan of Merger, dated as of May
15, 1997, by and among PhoneTel, the Purchaser and the Company
(c)(6) Release and Termination dated as of May 15, 1997 among First
Union National Bank of Georgia, the Company and PhoneTel
FOR IMMEDIATE RELEASE
Contact: Tammy Martin
PhoneTel Technologies, Inc.
216-241-2555
Rodger L. Johnson
Communications Central Inc.
770-442-7311
PHONETEL TECHNOLOGIES, INC.
EXTENDS TENDER OFFER FOR SHARES
OF COMMUNICATIONS CENTRAL INC.
New York, New York, May 15, 1997 -- PhoneTel
Technologies, Inc. (AMEX: PHN) and Communications Central Inc.
(NASDAQ:CCIX) announced today that PhoneTel has determined to
extend its previously announced all cash tender offer for all
outstanding common shares (and associated rights) of Communications
Central. The tender offer and withdrawal rights will now expire at
12:00 midnight, New York City time, on Tuesday, August 5, 1997,
unless otherwise extended. PhoneTel is continuing its efforts to
complete its financing for the transaction within the period of the
extension.
The extension of the tender offer is being made in
conjunction with an amendment to the Merger Agreement between
PhoneTel and Communications Central. As of the close of business
yesterday, 6,112,181 shares had been tendered to First Union
National Bank of North Carolina, the Depositary for the tender
offer. This represents approximately 97% of the common shares
outstanding.
PhoneTel, based in Cleveland, Ohio, believes it is the
largest independent public pay telephone operator in the United
States, owning approximately 41,000 installed public pay
telephones. Communications Central, based in Roswell, Georgia, is
an independent public pay telephone and inmate phone operator with
a network of approximately 26,000 pay telephones and inmate phones
located in 41 states and the District of Columbia.
***
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
by and among
PHONETEL TECHNOLOGIES, INC.,
PHONETEL ACQUISITION CORP.
and
COMMUNICATIONS CENTRAL INC.
dated as of
May 15, 1997
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
(hereinafter referred to as this "First Amendment"),
dated as of May 15, 1997, by and among PhoneTel
Technologies, Inc., an Ohio corporation ("Parent"),
PhoneTel Acquisition Corp., a Georgia corporation and a
wholly owned subsidiary of Parent (the "Purchaser"), and
Communications Central Inc., a Georgia corporation (the
"Company").
WHEREAS, Parent, the Purchaser and the Company
entered into an Agreement and Plan of Merger dated as of
March 14, 1997 (the "Agreement"); and
WHEREAS, Parent, the Purchaser and the Company
desire to amend the Agreement upon the terms and subject
to the conditions set forth herein;
NOW, THEREFORE, in consideration of the
foregoing and the mutual representations, warranties,
covenants and agreements set forth herein, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Capitalized
terms used and not otherwise defined herein shall have
the respective meanings assigned to them in the
Agreement.
ARTICLE II
AMENDMENTS TO ARTICLE I OF THE AGREEMENT
Section 2.1 Amendment to Section 1.1 of the
Agreement. The first clause (i) of subsection (a) of
Section 1.1 of the Agreement is hereby amended and
restated in its entirety to read as follows:
"(i) there being validly tendered and not
withdrawn prior to the expiration of the Offer,
that number of Shares which represents at least
seventy-five percent (75%) of the Shares
outstanding (but in no event less than 50.1% of
the Shares outstanding on a fully diluted
basis) (the "Minimum Condition"), "
Section 2.2 Amendment to Section 1.4 of the
Agreement. Section 1.4 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"Section 1.4 The Merger. Upon the terms
and subject to the conditions of this
Agreement, at the Effective Time, (i) the
Purchaser shall be merged with and into the
Company (the "Merger") and the separate
corporate existence of the Purchaser shall
cease, (ii) the Company shall be the successor
or surviving corporation in the Merger
(sometimes hereinafter referred to as the
"Company Surviving Corporation" or the
"Surviving Corporation") and shall continue to
be governed by the laws of the State of
Georgia, and (iii) the separate corporate
existence of the Company with all its rights,
privileges, immunities, powers and franchises
shall continue unaffected by the Merger, except
as set forth in this Section 1.4. Pursuant to
the Merger, (x) the Articles of Incorporation
shall be amended in its entirety to read as the
Articles of Incorporation of the Purchaser, in
effect immediately prior to the Effective Time,
except that Article FIRST thereof shall read as
follows: "FIRST: The name of the corporation
is Communications Central Inc." and, as so
amended, shall be the Articles of Incorporation
of the Company Surviving Corporation until
thereafter amended as provided by law and such
Articles of Incorporation, except that if the
Purchaser shall acquire less than seventy-five
percent of the outstanding Shares pursuant to
the Offer or otherwise, the Articles of
Incorporation, as in effect immediately prior
to the Effective Time, shall be the Articles of
Incorporation of the Company Surviving
Corporation until thereafter amended as
provided by law and such Articles of
Incorporation, and (y) the By-Laws of the
Purchaser (the "By-laws"), as in effect
immediately prior to the Effective Time, shall
be the By-laws of the Company Surviving
Corporation until thereafter amended as
provided by law, by the Articles of
Incorporation of the Company Surviving
Corporation or by such By-laws, except that if
the Purchaser shall acquire less than seventy-
five percent of the outstanding Shares pursuant
to the Offer, the By-laws of the Company, as in
effect immediately prior to the Effective Time,
shall be the By-laws of the Company Surviving
Corporation until thereafter amended as
provided by law, by the Articles of
Incorporation of the Company Surviving
Corporation or by such By-laws. The Merger
shall have the effects specified in the GBCC."
Section 2.3 Amendment to Section 1.9 of the
Agreement. Section 1.9 of the Agreement is hereby
deleted in its entirety.
Section 2.4 Amendment to Section 1.10 of the
Agreement. Section 1.10 of the Agreement is hereby
amended by deleting the last two sentences thereof.
ARTICLE III
AMENDMENT TO ARTICLE II OF THE AGREEMENT
Section 3.1 Amendment to Section 2.1 of the
Agreement. Subsection (a) of Section 2.1 of the
Agreement is hereby amended and restated in its entirety
to read as follows:
"(a) The Purchaser Common Stock. Each
issued and outstanding share of the Purchaser
Common Stock shall be converted into and become
one fully paid and nonassessable share of
common stock of the Company Surviving
Corporation and shall constitute the only
outstanding shares of capital stock of the
Surviving Corporation."
ARTICLE IV
AMENDMENTS TO ARTICLES III AND V OF THE AGREEMENT
Section 4.1 Amendment to Section 3.20 of the
Agreement. The first sentence of Section 3.20 of the
Agreement shall be amended to be restated as follows:
"The Average Net Revenue shall be (i) at
least $90 per pay telephone (excluding prison
phones) as of the date hereof and as of the
Closing Date and (ii) at least $135 per prison
phone in operation as of the date hereof and as
of June 30, 1997."
Section 4.2 Amendment to Section 5.8(b) of the
Agreement. Section 5.8(b) of the Agreement is hereby
amended by restating the second and third provisos of
such section as follows:
"; provided, further, however, that in no
event shall Parent be required to pay aggregate
annual premiums for insurance under this
Section 5.8(b) in excess of $103,250; and
provided, further, that if the Parent or the
Surviving Corporation is unable to obtain the
amount of insurance required by this Section
5.8(b) for such aggregate annual premium,
Parent or the Surviving Corporation shall
obtain as much insurance as can be obtained for
an annual premium of $103,250."
Section 4.3 Addition of Section 5.14. Article
V of the Agreement is hereby amended by adding a new
Section 5.14 to read in its entirety as follows:
"5.14 Acquisitions by Parent. Except
for those purchases and other acquisitions set
forth in Section 5.14 of the Parent Disclosure
Schedule, without the prior written consent of
the Company, from and after May 15, 1997 and
prior to the purchase by the Purchaser of
Shares pursuant to the Offer, Parent shall not,
directly or indirectly, consummate the purchase
or other acquisition of, or enter into any
agreement or make any commitment or undertaking
to purchase or acquire, all or substantially
all of the outstanding capital stock, or all or
substantially all of the assets, of any public
pay phone operator, whether by stock purchase,
asset purchase, share exchange, merger or
otherwise; provided, however, that no provision
hereof is intended to prohibit Parent or the
Purchaser from (a) soliciting, evaluating and
making proposals regarding such purchases and
acquisitions or (b) entering into agreements
for the purchase of not more than 250 pay
phones in any one or more related transactions,
or more than 1,250 pay phones in the
aggregate."
Section 4.4 Addition of Section 5.15. Article
V of the Agreement is hereby amended by adding a new
Section 5.15 to read in its entirety as follows:
"5.15 Credit Agreement Extension. Parent
and the Company shall, and the Company shall
use its best efforts to cause First Union
National Bank of Georgia, as lender (the
"Lender") under the Amended and Restated Credit
Agreement dated as of August 15, 1996, as
amended (the "Credit Agreement"), to negotiate
an amendment, in form and substance reasonably
satisfactory to Parent (the "Extension"), to
the Credit Agreement for the purpose, among
others, of extending the due date for the
required $12 million principal payment
thereunder from July 1, 1997 until no sooner
than July 1, 1998. From and after May 15, 1997
through and including the date on which the
Extension is executed and delivered by the
Company and the Lender, the Company shall (x)
provide Parent with true, correct and complete
copies of all correspondence with the Lender,
and (y) notify and consult with Parent and its
advisors regarding the Company's meetings and
other discussions with the Lender, in each
case, regarding the Credit Agreement, including
with respect to the Extension."
ARTICLE V
AMENDMENTS TO ARTICLES VII AND VIII OF THE AGREEMENT
Section 5.1 Amendment to Section 7.1 of the
Agreement. Clause (i) of subsection (b) of Section 7.1
of the Agreement is hereby amended to delete the
reference therein to "May 19, 1997" and to insert in lieu
thereof "August 20, 1997, provided that such right to
terminate shall arise on July 21, 1997 if, on or before
such date, Parent has not delivered to the Company a
commitment (subject only to the consummation of the Offer
and other customary conditions, but not subject to due
diligence) for $25 million or more of equity capital to
finance the Offer and the Merger;".
Section 5.2 Amendment to Section 8.1(b) of the
Agreement. Clause (iii) of subsection (b) of Section 8.1
of the Agreement is hereby amended to be restated as
follows:
"(iii) either the Company or Parent
terminates this Agreement pursuant to Section
7.1(b)(i), there shall have been a failure of
the Minimum Condition and prior thereto there
shall have been publicly announced another
Acquisition Proposal or an event set forth in
paragraph (h) of Annex A shall have occurred,"
Section 5.3 Amendment to Section 8.1(c)(i) of
the Agreement. Clause (i) of subsection (c) of Section
8.1 of the Agreement is hereby amended to be restated as
follows:
"(i) Section 7.1(b) and the only condition
to the purchase of Shares in the Offer that has
not been satisfied is the Financing Condition
(except if the sole reason for Parent's failure
to satisfy the Financing Condition is the
failure of the Company to satisfy its
obligations under Section 5.13 hereof), or"
ARTICLE VI
MISCELLANEOUS
Section 6.1 Escrow Amendment; Effect.
(a) Simultaneously with the execution and
delivery of this First Amendment, the Company, Parent and
the Escrow Agent are entering into a Release and
Termination of the Escrow Agreement, in the form attached
to this First Amendment as Exhibit A (the "Release and
Termination") pursuant to which the Escrow Amount is
being released to the Company. The Company shall retain
$3.5 million of such funds in a separate account, and
shall not spend or commit to spend such funds without the
prior written consent of Parent until the earlier of the
(i) purchase of Shares in the Offer or (ii) termination
of the Agreement.
(b)(i) The Company hereby acknowledges and
agrees that the release to the Company of the Escrow
Amount pursuant to the Release and Termination shall
constitute liquidated damages, and the Company shall have
no other right or remedy under the Agreement or the
Escrow Agreement (or any agreement, document or
instrument entered into in connection herewith or
therewith) with respect to (A) any action of Parent or
Purchaser through the date hereof or (B) the failure of
the Minimum Condition or the Financing Condition, or
both, and (ii) in furtherance of the foregoing, from and
after the execution and delivery of this First Amendment
and the Release and Termination by each of the parties
hereto and thereto, the Company hereby irrevocably
releases Parent and the Purchaser from any and all
liabilities and obligations, including under the
Agreement, arising out of or relating to the failure of
the Minimum Condition or the Financing Condition, or
both.
(c)(i) Each of Parent and Purchaser hereby
acknowledges and agrees that the Escrow Amount is being
released from escrow without any further recourse against
the Company, and neither Parent nor Purchaser shall have
any right or remedy under the Agreement or the Escrow
Agreement (or any agreement, document or instrument
entered into in connection herewith or therewith) with
respect to the Company's obligation to facilitate the
Financing Condition, or any other action, of the Company
through the date hereof, and (ii) in furtherance of the
foregoing, from and after the execution and delivery of
this First Amendment and the Release and Termination by
each of the parties hereto and thereto, each of Parent
and Purchaser hereby irrevocably releases the Company
from any and all liabilities and obligations, including
under the Agreement, through the date hereof.
Section 6.2 Payment.
(a) Simultaneously with the execution and
delivery of this First Amendment, Parent is paying to the
Company as additional consideration to the Company for
entering into this First Amendment, the amount of $1
million (the "Payment"); provided that the Company shall
utilize the Payment for the sole purpose of paying a
portion of the principal amount due under the Credit
Agreement.
(b) In the event that the Agreement is
terminated for any reason and, at the time of such
termination the Extension has not been executed, the
Company shall pay to Parent the amount of $1 million
within two business days following such termination.
(c) In the event the Agreement is terminated
by reason of the failure of the Minimum Condition or any
of the conditions set forth in paragraphs (d), (e), (f)
and (g) of Annex A to the Agreement, the Company shall
pay to Parent the amount of $1 million within two
business days following such termination.
Section 6.3 Amendment. All references in the
Agreement (and in the other agreements, documents and
instruments entered into in connection therewith) to the
"Agreement" shall be deemed for all purposes to refer to
the Agreement, as amended by this First Amendment.
Section 6.4 Limited Effect. Except as
expressly modified herein, the Agreement shall continue
to be, and shall remain, in full force and effect and the
valid and binding obligation of the parties thereto in
accordance with its terms.
Section 6.5 Counterparts. This First
Amendment may be executed in two or more counterparts,
each of which shall be considered one and the same
agreement and shall become effective when two or more
counterparts have been signed by each of the parties and
delivered to the other parties.
Section 6.6 Governing Law. This First
Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia without
giving effect to the principles of conflicts of law
thereof.
IN WITNESS WHEREOF, Parent, the Purchaser and
the Company have caused this First Amendment to be signed
by their respective officers thereunto duly authorized as
of the date first written above.
PHONETEL TECHNOLOGIES, INC.
By /s/ Peter G. Graf
Name: Peter G. Graf
Title: Chief Executive
Officer
PHONETEL ACQUISITION CORP.
By /s/ T.L. Martin
Name: Tammy L. Martin
Title: Secretary
COMMUNICATIONS CENTRAL INC.
By /s/ Rodger L. Johnson
Name: Rodger L. Johnson
Title: President and Chief
Executive Officer
RELEASE AND TERMINATION
THIS RELEASE AND TERMINATION ("Release") is
made and entered into as of May 15, 1997 by and among
First Union National Bank of Georgia, a national banking
association (the "Escrow Agent"), Communications Central
Inc., a Georgia corporation (the "Company"), and PhoneTel
Technologies, Inc., an Ohio corporation ("Parent").
WHEREAS, the parties hereto are parties to an
Escrow Agreement dated as of March 14, 1997 (the "Escrow
Agreement");
WHEREAS, the Company and Parent desire to
direct the Escrow Agent to release the Escrow Amount to
the Company and to remit earnings and interest thereon to
Parent; and
WHEREAS, the parties hereto further desire to
terminate the Escrow Agreement and the Company and Parent
desire to release the Escrow Agent from any further
obligations or responsibilities thereunder.
NOW, THEREFORE, in consideration of the
premises and intending to be legally bound hereby, the
parties hereto agree as follows:
Section 1. Defined Terms. Capitalized terms
used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Escrow Agreement.
Section 2. Disbursement of Funds. The Company
and PhoneTel hereby authorize and direct the Escrow Agent
(i) to release the Escrow Amount after deduction of the
Escrow Agent's fee (as contemplated by Section 6 of the
Escrow Agreement) to the Company and (b) to remit to
Parent all earnings and interest (adjusted for any
increase or decrease in the principal value of any
investment or any capital gain or loss, as the case may
be) on the Escrow Amount.
Section 3. Release of Escrow Agent. Effective
immediately upon disbursement of funds as contemplated by
Section 2 hereof, the Company and Parent hereby (i)
discharge the Escrow Agent from its duties under the
Escrow Agreement and (ii) subject to such disbursement,
release the Escrow Agent from any loss or claim
whatsoever (including attorneys' fees) in conjunction
with the performance of its duties under the Escrow
Agreement. The Company and Parent acknowledge and agree
that Section 7(b) of the Escrow Agreement shall survive
the termination of such agreement by execution of this
Release.
Section 4. Termination. Upon the final
distribution of funds contemplated by Section 2 hereof,
but subject to Section 3 hereof, the Escrow Agreement
shall be terminated.
Section 5. Counterparts. This Release may be
executed in two or more counterparts, each of which shall
be deemed an original, but all of which shall together
constitute one and the same instrument.
Section 6. Governing Law. This Release shall
be construed in accordance with and governed by the
internal laws of the State of Georgia without giving
effect to the principles of conflicts of law thereof.
Section 7. Benefit. This Release shall be
binding upon and inure to the benefit of the parties
hereto and the successors and assigns of each of them.
IN WITNESS WHEREOF, the parties hereto have
affixed their signatures to this Release upon the date
first set forth above.
FIRST UNION NATIONAL BANK
OF GEORGIA
By: /s/ R. Douglas Milner
Title: Vice President
COMMUNICATIONS CENTRAL INC.
By: /s/ Rodger L. Johnson
Title: President and Chief
Executive Officer
PHONETEL TECHNOLOGIES, INC.
By: /s/ Peter G. Graf
Title: Chief Executive
Officer
