SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
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. 5") 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 Schedule 14D-1 filed with the Commission on April
16, 1997, Amendment No. 2 to Schedule 14D-1 filed with the Commission on
May 15, 1997, Amendment No. 3 to Schedule 14D-1 filed with the
Commission on July 23, 1997 and Amendment No. 4 to Schedule 14D-1 filed
with the Commission on August 5, 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.
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 Wednesday, August 20, 1997, unless further extended.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (13) Press Release issued by PhoneTel dated August 18,
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: August 18, 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: August 18, 1997
PHONETEL TECHNOLOGIES, INC.
By: /s/ Peter G. Graf
___________________________
Peter G. Graf
Chairman and Chief
Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
(a)(13) Press Release issued by PhoneTel dated August 18,
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, August 18, 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 Wednesday, August 20, 1997, unless otherwise extended.
As previously announced, PhoneTel and Communications Central
are continuing to evaluate the impact on their proposed merger of a recent
decision of a federal appellate court that, among other things, remanded to
the Federal Communications Commission an FCC ruling concerning the
calculation of "dial around" compensation payable to payphone providers.
The parties are engaged in discussions concerning a possible restructuring
of the proposed transaction in light of the ruling.
As of noon today, 5,904,553.8 shares had been tendered to
First Union National Bank of North Carolina, the Depositary for the tender
offer. This represents approximately 82% of the common shares outstanding
on a fully diluted basis.
***
