SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
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. 4") 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 and Amendment No. 3 to Schedule
14D-1 filed with the Commission on July 23, 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 Phone Tel have extended the date on
which the Offer expires and the Offer will expire at 12:00 Midnight,
New York City time, on Monday, August 18, 1997, unless further
extended.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (12) Press Release issued by PhoneTel dated August 5, 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 5, 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 5, 1997
PHONETEL TECHNOLOGIES, INC.
By: /s/ Peter G. Graf
____________________________
Peter G. Graf
Chairman and Chief Executive
Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
(a)(12) Press Release issued by PhoneTel dated August 5,
1997
EXHIBIT (a)(12)
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 5, 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 Monday, August 18, 1997,
unless otherwise extended.
As previously announced, PhoneTel and Communications
Central are evaluating 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, 6,038,912 shares had been tendered to
First Union National Bank of North Carolina, the Depositary for the
tender offer. This represents approximately 84% of the common shares
outstanding on a fully diluted basis.
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