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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
PhoneTel Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
71921H-10-9
(CUSIP Number)
Mr. J. Ezra Merkin With a copy to:
Gabriel Capital, L.P. Robert M. Friedman, Esq.
450 Park Avenue, Ste. 3201 Shereff, Friedman, Hoffman & Goodman, LLP
New York, New York 10022 919 Third Avenue
(212) 838-7200 New York, New York 10022
(212) 758-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 1997
(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
statement because of Rule 13d-1(b)(3) or (4), check the following: / /.
Note: One copy and an EDGAR version 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
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).
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SCHEDULE 13D
CUSIP No. 71921H-10-9 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel Capital, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 509,386
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
509,386
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
509,386
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON*
PN
*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.
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SCHEDULE 13D
CUSIP No. 71921H-10-9 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariel Fund Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 591,378
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
591,378
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
591,378
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
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.
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SCHEDULE 13D
CUSIP No. 71921H-10-9 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariel Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 591,378
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
591,378
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
591,378
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
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.
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SCHEDULE 13D
CUSIP No. 71921H-10-9 Page 5 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Ezra Merkin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,100,764
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,100,764
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,100,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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.
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SCHEDULE 13D
This Amendment No. 4 to the Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D relating to the event date of August
29, 1995 (the "Schedule 13D") filed by Gabriel Capital, L.P., Ariel Fund
Limited, Ariel Management Corp. and J. Ezra Merkin (the "Reporting Persons")
relating to the common stock (the "Common Stock") of PhoneTel Technologies, Inc.
(the "Issuer"). The address of the Issuer is 650 Statler Office Tower, 1127
Euclid Avenue, Cleveland, Ohio 44115. Capitalized terms used herein and not
defined herein shall have the meanings assigned thereto in the Schedule 13D.
Item 3. Source and Amount of Funds
Item 3 is amended to add the following:
From November 25, 1997 to December 9, 1997, Gabriel purchased
an aggregate of 37,411 shares of Common Stock at an aggregate cost of $94,493
using its own funds and Ariel Fund purchased an aggregate of 55,189 shares of
Common Stock at an aggregate cost of $139,400 using its own funds. See Item 5
hereto.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety as follows:
(a) and (b) Gabriel is the beneficial owner of 239,270 shares
of Common Stock and Warrants to purchase 270,116 shares of Common Stock, for a
total beneficial ownership of 509,386 shares or 3.1% of the outstanding shares
of Common Stock.
Ariel Fund is the beneficial owner of 321,262 shares of Common
Stock and Warrants to purchase 270,116 shares of Common Stock, for a total
beneficial ownership of 591,378 shares or 3.6% of the outstanding shares of
Common Stock.
Ariel, as Investment Advisor to Ariel Fund, has the power to
vote and to direct the voting of and the power to dispose and direct the
disposition of the 591,378 shares of Common Stock (assuming exercise of the
Warrants) owned by Ariel Fund. Accordingly, Ariel may be deemed to be the
beneficial owner of 591,378 shares of Common Stock, or 3.6% of the outstanding
shares of Common Stock.
As the General Partner of Gabriel, Merkin has the power to
vote and to direct the voting of and the power to dispose and direct the
disposition of the 509,386 shares of Common Stock (assuming exercise of the
Warrants) owned by Gabriel. In addition, as the sole shareholder and president
of Ariel, Merkin may be deemed to have the power to vote and to direct the
voting of and the power to dispose and direct the disposition of the 591,378
shares of Common Stock (assuming exercise of the Warrants) owned by Ariel Fund.
Accordingly, Merkin may be deemed to be the beneficial owner of 1,100,764 shares
of Common Stock, or 6.7% of the outstanding shares of Common Stock.
Page 6 of 10
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The number of shares beneficially owned by each of the
Reporting Persons and the percentage of outstanding shares represented thereby,
have been computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. The ownership of the Reporting Persons is based on
16,360,829 outstanding shares of Common Stock of the Issuer as of November 13,
1997, as reported in the Issuer's Quarterly Report on Form 10-QSB for the period
ended September 30, 1997.
The Warrants are exercisable for a period of ten years from
the date of issuance at an exercise price of $2.33 per share of Common Stock.
(c) Schedule I indicates the transactions effected by the
Reporting Persons in the Common Stock during the past 60 days. All such trades
were purchases effected through the public markets.
(d) Not Applicable.
(e) Not Applicable.
Page 7 of 10
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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.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
--------------------------
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ David Richardson; /s/ John Lyseght
---------------------------------------
Name: David Richardson; John Lyseght
Title: Director; Authorized Signature
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
---------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
------------------
J. Ezra Merkin
Dated: December 15, 1997
Page 8 of 10
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Schedule I
Purchase of Shares of Common Stock Within the Last 60 Days.
Number of Shares
Aggregate Share
Date Price Per Share Amount Ariel Fund Gabriel
---- --------------- ------ ---------- -------
11/25/97 $2.50 5,000 2,980 2,020
12/1/97 2.5625 5,500 3,278 2,222
12/1/97 2.625 6,400 3,814 2,586
12/1/97 2.50 25,700 15,317 10,383
12/2/97 2.50 40,000 23,840 16,160
12/9/97 2.625 10,000 5,960 4,040
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