SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
(FINAL AMENDMENT)
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. 6") amends and supplements,
and is the final amendment to, 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, Amendment No. 4 to Schedule 14D-1 filed with the Commission
on August 5, 1997 and Amendment No. 5 to Schedule 14D-1 filed with the
Commission on August 18, 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 Offer expired at midnight, New York City time, on
Wednesday, August 20, 1997 (the "Expiration Time"), and will not be
extended. No Shares were purchased and all Shares tendered and not
properly withdrawn as of the Expiration Time will be returned by the
Depositary.
As of the Expiration Time, 6,040,320.8 Shares were validly
tendered and not properly withdrawn.
On August 21, 1997, PhoneTel issued a press release
announcing the termination of the Merger Agreement and the expiration
of the Offer. The full text of such press release is filed herewith as
Exhibit (a)(14) and is incorporated herein by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (14) Press Release issued by PhoneTel dated August 21,
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 21, 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 21, 1997
PHONETEL TECHNOLOGIES, INC.
By: /s/ Peter G. Graf
-----------------------------
Peter G. Graf
Chairman and Chief Executive
Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
(a)(14) Press Release issued by PhoneTel dated August 21,
1997
FOR IMMEDIATE RELEASE
Contacts: Tammy L. Martin,
Executive Vice President
Chief Administrative Officer
Richard Kebert, Chief Financial Officer
(216) 241-2555
PHONETEL CCI MERGER AGREEMENT TERMINATED
August 21, 1997 (Cleveland, Ohio) - PhoneTel Technologies,
Inc. (AMEX: PHN) announced today that the Agreement and Plan of Merger
pursuant to which PhoneTel was to acquire Communications Central, Inc.
(NASDAQ: CCIX) has been terminated. Accordingly, the tender offer for
all shares of Communications Central common stock has been terminated
and all tendered certificates will be returned to the tendering
stockholders.
