SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMEMDMENT NO. 1
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 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission on March
20, 1997 (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.
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 Thursday, May 15, 1997, unless further extended.
Item 11. Materials to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(9) Press Release issued by PhoneTel dated April 16, 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: April 16, 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: April 16, 1997
PHONETEL TECHNOLOGIES, INC.
By: /s/ Peter G. Graf
Peter G. Graf
Chairman and Chief Executive Officer
INDEX TO EXHIBITS
EXHIBIT EXHIBIT
NUMBER
(a)(9) Press release issued by PhoneTel dated April 16, 1997
FOR IMMEDIATE RELEASE
Contact: Tammy Martin
PhoneTel Technologies, Inc.
216-241-2555
PHONETEL TECHNOLOGIES, INC.
EXTENDS TENDER OFFER FOR SHARES
OF COMMUNICATIONS CENTRAL INC.
New York, New York, April 16, 1997 -- PhoneTel
Technologies, Inc. (AMEX: PHN) announced today that it has
determined to extend its previously announced all cash tender offer
for all outstanding common shares (and associated rights) of
Communications Central Inc. The tender offer and withdrawal rights
will now expire at 12:00 midnight, New York City time, on Thursday,
May 15, 1997, unless otherwise extended.
As of noon today, 5,374,504 shares had been tendered to
First Union National Bank of North Carolina, the Depositary for the
tender offer. This represents approximately 74.7% of the common
shares outstanding on a fully diluted basis.
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.
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