SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
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. 3") 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 and Amendment No. 2 to the Schedule 14D-1 filed with the
Commission on May 15, 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 10. Additional Information.
PhoneTel and the Company issued a joint press release on
July 22, 1997 announcing that they are engaged in discussions concerning
a possible restructuring of the previously announced proposed merger of
the Purchaser and the Company.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(11) Press Release jointly issued by Phonetel and the
Company dated July 22, 1997
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: July 22, 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: July 22, 1997
PHONETEL TECHNOLOGIES, INC.
By: /s/ Peter G. Graf
__________________________
Peter G. Graf
Chairman and Chief
Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
(a)(11) Press Release jointly issued by Phonetel
and the Company dated July 22, 1997
EXHIBIT (A)(11)
PhoneTel Contact: CCI Contact:
Tammy Martin Rodger L. Johnson
Chief Administrative Officer President and CEO
(216) 241-2555 (770) 442-7311
PhoneTel, CCI Jointly Announce Discussions
in Contemplation of Restructured Merger
Cleveland, OH (July 22, 1997) - PhoneTel Technologies, Inc. (ASE -
PHN) and Communications Central Inc. (Nasdaq - CCIX) jointly announced
today that they are evaluating the impact on their proposed merger of a
recent decision of a federal appellate court. Among other things, that
decision remanded to the Federal Communications Commission an FCC ruling
concerning the calculation of "dial-around" compensation payable to
payphone providers such as PhoneTel and CCI. The parties are engaged in
discussions concerning a possible restructuring of such transaction in
light of the ruling.
