<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A-1
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
-----------------
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
COMMISSION FILE NUMBER 0-16715
PHONETEL TECHNOLOGIES, INC.
---------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-1462198
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STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
NORTH POINT TOWER, 7TH FLOOR, 1001 LAKESIDE AVENUE, CLEVELAND, OHIO 44114-1195
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(216) 241-2555
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK, PAR VALUE $0.01 AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
COMMON STOCK, $0.01 PAR VALUE
-----------------------------
(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
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INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 18, 1998 was $29,281,000.
The number of shares outstanding of the registrant's Common Stock, $.01 par
value, as of March 18, 1998 was 16,551,507.
Documents Incorporated by Reference
Portions of the Registrant's Proxy Statement for use at the 1998 Annual Meeting
of Shareholders are incorporated by reference in Part III hereof.
<PAGE> 2
The undersigned registrant hereby amends the following items and
exhibits of its previously filed Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 as set forth in the pages attached hereto.
COVER PAGE....................................................PAGE 1
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K ....................PAGES 3-10
SIGNATURE(S)..................................................PAGE 11
EXHIBIT INDEX.................................................PAGE 12
EXHIBIT NO. 10.89.............................................PAGES 13-18
2
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
1. FINANCIAL STATEMENTS
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<TABLE>
<S> <C>
Report of Independent Accountants......................................................................F-1
Consolidated Balance Sheets as of December 31, 1996 and 1997...........................................F-2
Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1996 and 1997..................................................................F-3
Statements of Changes in Mandatorily Redeemable Preferred Stock for the Years Ended
December 31, 1995, 1996 and 1997..................................................................F-4
Statements of Changes in Non-mandatorily Redeemable Preferred Stock,
Common Stock and Other Shareholders' Equity (Deficit) for the Years Ended
December 31, 1995, 1996 and 1997...................................................................F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1995,
1996 and 1997......................................................................................F-7
Notes to Consolidated Financial Statements for the Years Ended
December 31, 1995, 1996 and 1997..................................................................F-9
</TABLE>
2. FINANCIAL STATEMENT SCHEDULES
The Financial Statement Schedules required to be filed herewith are set
forth in Exhibit 27 and Exhibit 99.
3. EXHIBITS
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EXHIBIT NO. DESCRIPTION
3.1 Articles of Incorporation. (1)*
3.2 Amendment to Articles of Incorporation dated August 30, 1989. (2)*
3.3 Amended and Restated Code of Regulations. (5)*
3.5 Amendment to Articles of Incorporation dated January 3, 1992. (5)*
3.6 Amendment to Articles of Incorporation dated January 20, 1992. (5)*
3.7 Amendment to Articles of Incorporation dated April 9, 1992. (8)*
3.8 Amendment to Articles of Incorporation dated June 18, 1993. (8)*
3.9 Amendment to Articles of Incorporation dated June 30, 1993. (8)*
3.10 Amendment to Articles of Incorporation dated September 22, 1995. (13)*
3
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3.11 Amendment to Articles of Incorporation dated December 15, 1995. (13)*
3.12 Amendment to Articles of Incorporation dated February 28, 1996. (13)*
4.1 Specimen of Common Stock Certificate. (3)*
4.2 Form of 14% Convertible Preferred Stock. (13)*
4.3 Indenture relating to the Notes offered in the Company Debt Offering
(including the form of Note). (18)*
5.1 Opinion of Tammy L. Martin, Esq. regarding validity of the Notes
registered. (18)*
10.2 Stock Incentive Plan for Key Employees, dated May 5, 1987. (1)*
10.3 Amended and Restated Stock Option Agreement between PhoneTel
Technologies, Inc. and Jerry H. Burger dated July 1, 1993. (8)*
10.4 Stock Option Agreement dated July 1, 1993 between PhoneTel Technologies,
Inc. and Bernard Mandel. (8)*
10.7 Separation Agreement dated September 15, 1995 between PhoneTel
Technologies, Inc. and Jerry Burger, together with amendments thereto.
(13)*
10.8 Separation Agreement dated September 15, 1995 between PhoneTel
Technologies, Inc. and Bernard Mandel, together with amendments thereto.
(13)*
10.10 Registration Rights Agreement dated April 10, 1992 among PhoneTel
Technologies, Inc., George H. Henry, Carl Kirchhoff and Charles Stuart.
(5)*
10.11 Registration Rights Agreement among PhoneTel Technologies, Inc. J & C
Resources, Inc. and Allen Moskowitz. (5)*
10.13 Stock Option Agreement and Registration Rights Agreement between PhoneTel
Technologies, Inc. and William D. Moses, Jr. dated May 11, 1992. (5)*
10.14 Assignment Agreement between William D. Moses, Jr. and Edward A. Moulton
transferring the right to receive options to acquire 5,000 shares of
Common Stock of PhoneTel Technologies, Inc. (9)*
10.15 Stock Option Agreement and Registration Rights Agreement between PhoneTel
Technologies, Inc. and George H. Henry dated March 24, 1992. (5)*
10.16 Amendment No. 1 to Amended and Restated Loan Agreement and Registration
Rights Agreement dated October 23, 1992 by and among PhoneTel
Technologies, Inc., J & C Resources, Inc. and Allen Moskowitz. (6)*
10.18 Master Agreement between The Cafaro Company and PhoneTel Technologies,
Inc. dated December 23, 1992. (6)*
10.19 Operator Subscriber Service Agreement dated March 25, 1994 between U.S.
Long Distance, Inc. and Alpha Pay Phones-IV, L.P. (7)*
10.22 Stock Option Agreement with Allenstown Investments Limited dated on or
about January 10, 1994 relative to grant of an option to purchase 126,000
shares of PhoneTel Technologies, Inc. Common Stock. (8)*
10.23 Stock Option Agreement with Douglas Abrams with respect to 45,000 shares
of Common Stock of PhoneTel Technologies, Inc. dated on or about January
10, 1994. (8)*
4
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10.24 Amendment to Stock Option Agreement dated January 10, 1994 with Douglas
Abrams with respect to 45,000 shares of Common Stock of PhoneTel
Technologies, Inc. (9)*
10.25 Stock Option Agreement with William Moses, Jr. relative to 75,000 shares
of Common Stock of PhoneTel Technologies, Inc. dated on or about January
29, 1993. (8)*
10.26 Agreement dated January 5, 1994 between PhoneTel Technologies, Inc. and
the Estate of William Moses relative to loan in the amount of one million
dollars and providing for warrants to purchase 100,000 shares and
contingent right to acquire warrants to purchase 400,000 shares of
PhoneTel Technologies, Inc. Common Stock. (8)*
10.27 Agreement dated September 13, 1994 between PhoneTel Technologies, Inc.
and the Estate of William Moses relative to restructuring the repayment
schedule of certain monies owed by PhoneTel Technologies, Inc. and
providing for warrants to purchase 45,000 shares of PhoneTel
Technologies, Inc. Common Stock. (9)*
10.28 Loan Agreement dated December 29, 1993 between PhoneTel Technologies,
Inc. and certain lenders identified therein with respect to borrowing by
PhoneTel Technologies, Inc. of $400,000 and the granting of warrants to
purchase, in the aggregate, a total of 62,745 shares of Common Stock by
PhoneTel Technologies, Inc. (8)*
10.29 Letter Agreement dated February 23, 1995 between PhoneTel Technologies,
Inc. and certain lenders identified therein with respect to the extension
of the maturity dates of certain promissory notes and the granting of
additional warrants to purchase Common Stock of PhoneTel Technologies,
Inc. (9)*
10.30 Stock Option Agreement dated March 3, 1994 between PhoneTel Technologies,
Inc. and George H. Henry relative to a grant of an option to purchase
39,000 shares of PhoneTel Technologies, Inc. Common Stock.
(9)*
10.31 Stock Option Agreements dated in January 1994 between PhoneTel
Technologies, Inc. and George H. Henry granting options to purchase, in
the aggregate, a total of 106,551 shares of PhoneTel Technologies, Inc.
Common Stock. (9)*
10.32 Stock Option Agreement with George H. Henry dated in August 1993 relative
to a grant of an option to purchase 150,000 shares of PhoneTel
Technologies, Inc. Common Stock. (9)*
10.35 Amendments to Warrant Agreements between PhoneTel Technologies, Inc. and
Richard Thatcher dated March 1995, and related Warrant Agreements
thereto, issued pursuant to a Letter Agreement dated February 23, 1995,
relative to the grant of warrants, in the aggregate, to purchase a total
of 49,412 shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.36 Warrant Agreements with Richard Thatcher dated February, March and April
1995, issued pursuant to a Letter Agreement dated February 23, 1995,
relative to the grant of warrants, in the aggregate, to purchase a total
of 7,500 shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.37 Amendments to Warrant Agreements between PhoneTel Technologies, Inc. and
Gerald Waldschutz dated March 1995, and related Warrant Agreements
thereto, issued pursuant to a Letter Agreement dated February 23, 1995,
relative to the grant of warrants, in the aggregate, to purchase a total
of 41,177 shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.38 Warrant Agreements with Gerald Waldschutz dated February, March and April
1995, issued pursuant to a Letter Agreement dated February 23, 1995,
relative to the grant of warrants, in the aggregate, to purchase a total
of 6,250 shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.39 Amendments to Warrant Agreements between PhoneTel Technologies, Inc. and
Steven Richman dated March 1995, and related Warrant Agreements thereto,
issued pursuant to a Letter Agreement dated February 23, 1995, relative
to the grant of warrants, in the aggregate, to purchase a total of 41,177
shares of PhoneTel Technologies, Inc. Common Stock. (9)*
5
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10.40 Warrant Agreements with Steven Richman dated February, March and April
1995, issued pursuant to a Letter Agreement dated February 23, 1995,
relative to the grant of warrants, in the aggregate, to purchase a total
of 6,250 shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.41 Amendments to Warrant Agreements between PhoneTel Technologies, Inc. and
Janice Fuelhart dated March 1995, and related Warrant Agreements thereto,
issued pursuant to a Letter Agreement dated February 23, 1995, relative
to the grant of warrants, in the aggregate, to purchase a total of 49,412
shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.42 Warrant Agreements with Janice Fuelhart dated February, March and April
1995, issued pursuant to a Letter Agreement dated February 23, 1995,
relative to the grant of warrants, in the aggregate, to purchase a total
of 1,250 shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.43 Amendments to Warrant Agreements between PhoneTel Technologies, Inc. and
Peter Graf dated in March 1995, and related Warrant Agreements thereto,
issued pursuant to a Letter Agreement dated February 23, 1995, relative
to the grant of warrants, in the aggregate, to purchase a total of
148,235 shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.44 Warrant Agreements with Peter Graf dated February, March and April 1995,
issued pursuant to a Letter Agreement dated February 23, 1995, relative
to the grant of warrants, in the aggregate, to purchase a total of 28,750
shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.45 Stock Option Agreement dated May 24, 1994 between PhoneTel Technologies,
Inc. and the Estate of William D. Moses, and subsequent assignment
thereof dated February 2, 1995, relative to the grant of an option to
purchase 50,000 shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.46 Stock Option Agreement dated September 13, 1994 between PhoneTel
Technologies, Inc. and the Estate of William D. Moses, and subsequent
assignment thereof dated February 2, 1995, relative to the grant of an
option to purchase 45,000 shares of PhoneTel Technologies, Inc. Common
Stock. (9)*
10.47 Warrant Agreement dated March 31, 1994 between PhoneTel Technologies,
Inc. and the Estate of William D. Moses, and subsequent assignment
thereof dated February 2, 1995, relative to the grant of warrants to
purchase 200,000 shares of PhoneTel Technologies, Inc. Common Stock. (9)*
10.48 Agreement and Plan of Merger dated September 22, 1995, together with
Exhibits attached thereto, by and among PhoneTel Technologies, Inc. Phone
Tel II, Inc., and World Communications, Inc. (10)*
10.49 Amendment to Agreement and Plan of Merger dated September 22, 1995 by and
among PhoneTel Technologies, Inc., PhoneTel II, Inc., and World
Communications, Inc. (10)*
10.50 Agreement and Plan of Merger dated October 16, 1995, together with
Exhibits attached thereto, by and among PhoneTel Technologies, Inc.,
PhoneTel II, Inc., and Public Telephone Corporation. (11)*
10.51 Agreement and Plan of Merger dated November 22, 1995, between PhoneTel
Technologies, Inc. and International Pay Phones, Inc., South Carolina
corporation, and all amendments thereto. (12)*
10.52 Agreement and Plan of Merger dated November 22, 1995, between PhoneTel
Technologies, Inc. and International Pay Phones, Inc., Tennessee
corporation, and all amendments thereto. (12)*
10.53 Share Purchase Agreement dated as of November 16, 1995, between PhoneTel
Technologies, Inc. and Paramount Communications Systems, Inc., and all
amendments thereto. (12)*
10.54 Credit Agreement dated as of March 15, 1996 among PhoneTel Technologies,
Inc., Various Lenders and Internationale Nederlanden (U.S.) Capital
Corporation (the "Credit Agreement"). (12)*
6
<PAGE> 7
10.55 Security Agreement dated as of March 15, 1996 among PhoneTel
Technologies, Inc. Public Telephone Corporation, World Communications,
Inc., Northern Florida Telephone Corporation and Paramount Communications
Systems, Inc. and Internationale Nederlanden (U.S.) Capital Corporation
as Agent for itself and certain other lenders. (12)*
10.56 Warrant Purchase Agreement dated as of March 15, 1996 between PhoneTel
Technologies, Inc. and Internationale Nederlanden (U.S.) Capital
Corporation and Cerberus Partners, L.P. (12)*
10.57 Registration Rights Agreement dated as of March 15, 1996 between PhoneTel
Technologies, Inc. and Internationale Nederlanden (U.S.) Capital
Corporation and Cerberus Partners, L.P. (12)*
10.58 Warrant Certificate dated as of March 15, 1996 granting Internationale
Nederlanden (U.S.) Capital Corporation the right to purchase 102,412
shares of Series A Special Convertible Preferred Stock of PhoneTel
Technologies, Inc. (13)*
10.59 Warrant Certificate dated as of March 15, 1996 granting Cerberus
Partners, L.P. the right to purchase 102,412 shares of Series A Special
Convertible Preferred Stock of PhoneTel Technologies, Inc. (13)*
10.60 Form of Warrant issued on March 15, 1996 to persons listed on Schedule A
to this exhibit. (13)*
10.61 Operator Service Subscriber Agreement dated as of February 29, 1996 by
and between Intellicall Operator Services, Inc. and PhoneTel
Technologies, Inc. (13)*
10.62 Intellistar License Agreement dated as of February 29, 1996 by and
between Intellicall, Inc. and PhoneTel Technologies, Inc. (13)*
10.63 Relay Services Agreement dated as of February 29, 1996 by and between
Intellicall, Inc. and PhoneTel Technologies, Inc. (13)*
10.64 Stock Option Agreement dated April 1, 1995 between PhoneTel Technologies,
Inc. and Daniel J. Moos. (13)*
10.65 Separation Agreement dated July 29, 1996 between PhoneTel Technologies,
Inc. and Daniel J. Moos. (15)*
10.66 Employment Agreement dated September 1, 1996 between PhoneTel
Technologies, Inc. and Richard Kebert. (15)*
10.67 First Amendment to Credit Agreement dated as of April 11, 1996. (15)*
10.68 Second Amendment to Credit Agreement dated as of June 1996. (14)*
10.69 Third Amendment to Credit Agreement dated as of August 1, 1996. (14)*
10.70 Fourth Amendment to Credit Agreement dated as of September 13, 1996.
(14)*
10.71 Fifth Amendment to Credit Agreement dated as of September 13, 1996. (14)*
10.72 Sixth Amendment to Credit Agreement dated as of October 8, 1996. (15)*
10.73 Asset Purchase Agreement among PhoneTel Technologies, Inc., an Ohio
Corporation As Buyer and ACI-HDT Supply Company, a California
corporation, Amtel Communications Services, a California corporation,
Amtel Communications Correctional Facilities, a California corporation,
Amtel Communication, Inc., a California corporation, Amtel
Communications, Inc., a California corporation, and Amtel Communications
Payphones, Inc., a California corporation, as Seller, dated June 26,
1996, and all amendments thereto. (14)*
7
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10.74 Amended and Restated Share Purchase Agreement among PhoneTel III, Inc.,
Payphones of America, Inc. and All of the Shareholders of Payphones of
America, Inc., dated as of August 1, 1996, and all amendments thereto.
(14)*
10.75 Seventh Amendment to Credit Agreement dated as of November 22, 1996.
(16)*
10.76 Agreement and Plan of Merger dated as of November 21, 1996 among PhoneTel
Technologies, Inc., PhoneTel CCI, Inc., Cherokee Communication, Inc. and
all of the shareholders of Cherokee Communications, Inc. (the "Cherokee
Merger Agreement") (16)*
10.77 Escrow Agreement dated as of November 21, 1996 among Comerica Bank-Texas,
as escrow agent, Cherokee Communications, Inc., Bill H. Bailey, Jr. and
J. Bruce Duty, as duly authorized agents for all of the shareholders of
Cherokee Communications, Inc., PhoneTel Technologies, Inc. and Bill H.
Bailey, Jr., Jerry T. Beddow and Edward L. Marshall, individually. (16)*
10.78 Amendment dated as of December 31, 1996 to the Cherokee Merger Agreement.
(17)*
10.79 Asset Purchase Agreement dated January 13, 1997, among PhoneTel
Technologies, Inc., an Ohio Corporation, Texas Coinphone, a Texas general
partnership, Pete W. Catalena and Dennis H. Goehring. (17)*
10.80 Agreement and Plan of Merger by and among PhoneTel Technologies, Inc.,
PhoneTel Acquisition Corp. and Communications Central Inc. dated as of
March 14, 1997. (19)*
10.81 First Supplemental Indenture, dated as of January 3, 1997, supplementing
the Indenture, Dated as of December 18, 1996, among PhoneTel
Technologies, Inc., the Subsidiary Guarantors named on Schedule I thereto
and Marine Midland Bank, as Trustee, $125,000,000 12% Senior Notes Due
2006. (20)*
10.82 Second Supplemental Indenture, dated as of May 29, 1997, supplementing
the Indenture, Dated as of December 18, 1996, as supplemented by the
First Supplemental Indenture dated as of January 3, 1997, among PhoneTel
Technologies, Inc., the Subsidiary Guarantors named on Schedule I thereto
and Marine Midland Bank, as Trustee, $125,000,000 12% Senior Notes Due
2006. (20)*
10.83 First Amendment to Agreement and Plan of Merger by and among PhoneTel
Technologies, Inc., PhoneTel Acquisition Corp. and Communications Central
Inc. dated as of May 15, 1997. (20)*
10.84 $75,000,000 Credit Agreement dated as of May 30, 1997 among PhoneTel
Technologies, Inc., as the Borrower, Various Lenders and ING (U.S.)
Capital Corporation, as the Agent for the Lenders and Transamerica
Business Credit Corporation and Finova Capital Corporation, as Co-Agents
for the Lenders. (20)*
10.85 Settlement Agreement as of August 8, 1997 together with the Release and
Termination of escrow agent between PhoneTel Technologies, Inc. and Bill
H. Bailey, Jr. and J. Bruce Duty, as duly authorized agents on behalf of
Bill H. Bailey, Jr., Edward L. Marshall, Jerry T. Beddow, C. Nelson
Trimble, Berthel Fisher & Company Investments, Inc., Capital Southwest
Corporation, Capital Southwest Venture Corporation, and Bank One Capital
Partners, L.P., and Comerica Bank-Texas as escrow agent. (21)*
10.86 Third Supplemental Indenture, dated as of December 30, 1997,
supplementing the Indenture, dated as of December 18, 1996, as
supplemented by the First Supplemental Indenture, dated as of January 3,
1997, and the Second Supplemental Indenture, dated as of May 29, 1997,
among PhoneTel Technologies, Inc., the Subsidiary Guarantors named on
Schedule I thereto and Marine Midland Bank, as Trustee, $125,000,000 12%
Senior Notes due 2006. (23)*
8
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10.87 First Amendment to Credit Agreement, dated as of February 24, 1998,
amending the $75,000,000 Credit Agreement dated as of May 30, 1997 among
PhoneTel Technologies, Inc. as the Borrower, Various Lenders and ING
(U.S.) Capital Corporation, as Agent for the Lenders and Transamerica
Business Credit Corporation and Finova Capital Corporation, as Co-Agents
for the Lenders. (23) *
10.88 PhoneTel Technologies, Inc. 1997 Stock Incentive Plan (22) *
10.89 Second Amendment to Credit Agreement and Waiver, dated as of March 31,
1998, amending the $75,000,000 Credit Agreement dated as of May 30, 1997
among PhoneTel Technologies, Inc. as the Borrower, various Lenders and
ING (U.S.) Capital Corporation, as Agent for the Lenders and Transamerica
Business Credit Corporation and Finova Capital Corporation, as Co-Agents
for the Lenders.
21.1 Subsidiaries of PhoneTel Technologies, Inc. (23) *
27.1 Financial Data Schedule for the Year Ended December 31, 1997 (23) *
27.2 Financial Data Schedule for the Year Ended December 31, 1996 (23) *
27.3 Financial Data Schedule for the Year Ended December 31, 1995 (23) *
99 Financial Statement Schedule - Valuation and Qualifying Accounts (23) *
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* Previously filed.
(1) Incorporated by reference from the Registration Statement on Form S-18
(Registration No. 33-16962C) of PhoneTel Technologies, Inc. (the
"Company"), filed with the Securities and Exchange Commission on
September 1, 1987.
(2) Incorporated by reference from Amendment No. 1 to the Company's
Registration Statement on Form S-1, Registration No. 33-30428, filed
September 27, 1989.
(3) Incorporated by reference from Amendment No. 1 to the Company's
Registration Statement on Form S-18 (Registration No. 33-16962C), filed
with the Securities and Exchange Commission on October 30, 1987.
(4) Incorporated by reference from the Company's Form 10-K for the year ended
December 31, 1989.
(5) Incorporated by reference from the Company's Form 10-K for the year ended
December 31, 1991.
(6) Incorporated by reference from the Company's Form 10-KSB for the year
ended December 31, 1992.
(7) Incorporated by reference from the Company's Form 8-K dated March 25,
1994.
(8) Incorporated by reference from the Company's Form 10-KSB for the year
ended December 31, 1993.
(9) Incorporated by reference from the Company's Form 10-KSB for the year
ended December 31, 1994.
(10) Incorporated by reference from the Company's Form 8-K dated September 22,
1995.
(11) Incorporated by reference from the Company's Form 8-K dated October 16,
1995.
(12) Incorporated by reference from the Company's Form 8-K dated March 15,
1996.
(13) Incorporated by reference from the Company's Form 10-KSB for the year
ended December 31, 1995.
9
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(14) Incorporated by reference from the Company's Form 8-K dated September 13,
1996.
(15) Incorporated by reference from the Company's Form 10-QSB for the quarter
ended September 30, 1996.
(16) Incorporated by reference from Amendment No. 2 to the Company's
Registration Statement on Form SB-2 (Registration No. 333-13767), filed
with the Securities and Exchange Commission on December 12, 1996.
(17) Incorporated by reference from the Company's Form 8-K dated January 3,
1997.
(18) Incorporated by reference from Amendment No. 2 to the Company's
Registration Statement on Form SB-2 (Registration No. 333-15611), filed
with the Securities and Exchange Commission on December 13, 1996.
(19) Incorporated by reference from the Company's Form 10-KSB for the year
ended December 31, 1996.
(20) Incorporated by reference from the Company's Form 10-QSB for the quarter
ended June 30, 1997.
(21) Incorporated by reference from the Company's Form 10-QSB for the quarter
ended September 30, 1997.
(22) Incorporated by reference from the Company's Proxy Statement for the 1997
Annual Meeting of Shareholders.
(23) Incorporated by reference from the Company's Form 10-K for the year ended
December 31, 1997.
(B) REPORT ON FORM 8-K
The Company filed a report on Form 8-K on October 21, 1997, reporting
under Item 5 of the Form 8-K.
(C) EXHIBITS
The response to this portion of Item 14 is submitted as a separate
section of this report. See Item 14(a)3 for a list of Exhibits hereto.
(D) FINANCIAL STATEMENT SCHEDULE
The Financial Statement Schedules to this Form 10-K are set forth as
Exhibits 27.1, 27.2, 27.3, and 99.
10
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment Number 1 to its
previously filed Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 to be signed on its behalf by the undersigned thereunto
duly authorized.
PHONETEL TECHNOLOGIES, INC.
April 22, 1997 By: /s/ Peter G. Graf
--------------------------
Peter G. Graf
Chairman of the Board and
Chief Executive Officer
11
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EXHIBIT INDEX
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10.89 Second Amendment to Credit Agreement and Waiver, dated as of March 31,
1998, amending the $75,000,000 Credit Agreement dated as of May 30, 1997,
among PhoneTel Technologies, Inc. as the Borrower, various Lenders and
ING (U.S.) Capital Corporation, as Agent for the Lenders and Transamerica
Business Credit Corporation and Finova Capital Corporation, as Co-Agents
for the Lenders.
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12
<PAGE> 1
EXHIBIT 10.89
SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER
-----------------------------------------------
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (the "AMENDMENT"),
dated as of March 31, 1998, among PHONETEL TECHNOLOGIES, INC., an Ohio
corporation (the "BORROWER"), ING (U.S.) CAPITAL CORPORATION, a Delaware
corporation ("ING"), TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware
corporation ("TRANSAMERICA"), FINOVA CAPITAL CORPORATION, a Delaware corporation
("FINOVA"), and AMERICAN NATIONAL BANK, a national banking association
("AMERICAN"), constituting all of the Lenders under the Credit Agreement
referenced below, ING in its capacity as Agent for the Lenders and Transamerica
and Finova in their capacity as Co-Agents for the Lenders.
RECITALS:
---------
A. The Borrower, the Lenders, the Agent and the Co-Agents have entered
into a certain Credit Agreement, dated as of May 30, 1997, as amended by a
certain First Amendment to Credit Agreement dated as of February 24, 1998 (as so
amended, the "CREDIT AGREEMENT"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Credit
Agreement.
B. The Borrower has requested that certain covenants and provisions in
the Credit Agreement be amended or waived as set forth herein.
C. The Lenders are agreeable to amending the Credit Agreement on the
terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. AMENDMENT TO SECTION 6.2.4. Section 6.2.4 of the Credit Agreement is
hereby amended by replacing subsections (b) and (d) of such Section
with the following:
(b) DEBT TO EBITDA RATIO. The Borrower will not permit the
Debt to EBITDA Ratio of the Borrower and its Subsidiaries for
the twelve-month period ending on the last day of any Fiscal
Quarter to be more than the ratio set forth opposite such
Fiscal Quarter (for the Fiscal Quarter ending on March 31,
1998, such ratio shall be calculated as provided in clause (e)
of this SECTION 6.2.4):
13
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Fiscal Quarter Ending: Ratio
---------------------- -----
March 31, 1998 10.7
June 30, 1998 7.5
September 30, 1998 6.6
December 31, 1998 5.5
March 31, 1999 5.0
June 30, 1999 5.0
September 30, 1999 5.0
December 31, 1999 4.5
March 31, 2000 4.5
June 30, 2000 4.0
(d) INTEREST COVERAGE RATIO. The Borrower will not permit the
Interest Coverage Ratio of the Borrower and its Subsidiaries
for the twelve-month period ending on the last day of any
Fiscal Quarter to be less than the ratio set forth opposite
such Fiscal Quarter (for the Fiscal Quarter ending on March
31, 1998, such ratio to be calculated as provided in clause
(e) of this SECTION 6.2.4.):
Fiscal Quarter Ending: Ratio
---------------------- -----
March 31, 1998 1.1
June 30, 1998 1.2
September 30, 1998 1.3
December 31, 1998 1.5
March 31, 1999 1.7
June 30, 1999 1.8
September 30, 1999 1.8
December 31, 1999 1.9
March 31, 2000 1.9
June 30, 2000 1.9
2. AMENDMENT TO SECTION 6.2.4. Section 6.2.4 of the Credit Agreement is
hereby amended by adding thereto the following subsection (f):
(f) ROUNDING FACTOR. For purposes of determining compliance
with subsections (a) through (d) of this SECTION 6.2.4, all
amounts shall be rounded to the nearest decimal set forth in
the respective subsection using customary rounding methods.
14
<PAGE> 3
3. WAIVER OF SECTION 6.1.1(a). The Lenders hereby waive any Event of
Default arising as a result of the qualification taken by Price
Waterhouse LLP in footnote 2 of the consolidated financial statements
of the Borrower and its Subsidiaries as of December 31, 1997 and for
the Fiscal Year ending on such date. Nothing herein shall be construed
to waive any requirements of Sections 6.1.1 with respect to any
financial statements of the Borrower and its Subsidiaries, other than
the financial statements as at December 31, 1997 and for the Fiscal
Year ending on such date, or with respect to any other matter set forth
in such financial statements other than footnote 2 of such financial
statements.
4. LENDERS' AUDIT AND INSPECTION OF BOOKS AND RECORDS. In consideration of
the amendments and waivers set forth herein, the Borrower acknowledges
and agrees that, pursuant to Section 6.1.7 of the Credit Agreement, the
Agent and the Lenders shall have access to and shall be permitted to
conduct an inspection and audit of the books, records and business of
the Borrower and its Subsidiaries (such examination may include review
of the Borrower's business, prospects and financial position by
independent consultants), and that the Borrower shall pay any fees and
expenses, including, without limitation, any fees of the Agent's and
the Lenders' in-house or outside auditors incurred in connection with
such inspection and audit. Notwithstanding the foregoing, the Agent and
the Lenders agree that no such inspection and audit shall be commenced
prior to April 15, 1998.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS. In order to induce the
Lenders, the Agent and the Co-Agents to enter into this Amendment and
to consummate the transactions contemplated herein, the Borrower hereby
represents, warrants and covenants to and with the Agent, the Co-Agents
and each Lender as follows:
(a) as of the date hereof, all representations and warranties
set forth in Article 5 of the Credit Agreement and in all other
Loan Documents are true and correct in all material respects,
except to the extent described in Section 15 of that certain
First Amendment to Credit Agreement dated as of February 24,
1998 among the Borrower, ING, Transamerica, Finova and
American;
(b) as of the date hereof and after giving effect to this
Amendment, no Default or Event of Default exists under the
Credit Agreement; and
(c) the breach of any representation, warranty or covenant set
forth in this Section 5 shall constitute an Event of Default
under the Credit AgreemenT.
6. EFFECTIVENESS. This Amendment shall become effective only upon receipt
by the Agent of a copy of this Amendment, duly executed by each of the
Borrower, the Lenders, the Agent and the Co-Agents, and duly
acknowledged and consented to by the Subsidiaries of the Borrower in
the form attached to this Amendment.
15
<PAGE> 4
7. CONTINUING EFFECTIVENESS OF CREDIT AGREEMENT. The Credit Agreement and
each of the other Loan Documents shall remain in full force and effect
in accordance with their respective terms, except as expressly amended
or modified by this Amendment.
8. COST AND EXPENSES. The Borrower agrees to pay all reasonable
out-of-pocket expenses of the Agent and each of the Lenders party to
this Amendment for the negotiation, preparation, execution and delivery
of this Amendment (including reasonable fees and expenses of counsel to
the Agent and such Lenders).
9. HEADINGS. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of
this Amendment or any provision hereof.
10. COUNTERPARTS. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be executed by the Borrower,
the Lenders and the Agent and shall be deemed to be an original and all
of which shall constitute together but one and the same agreement.
11. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
12. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED, HOWEVER, that the Borrower may not
assign or transfer its rights or obligations hereunder or under the
Credit Agreement except in accordance with the terms of the Credit
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
PHONETEL TECHNOLOGIES, INC.
By:/s/ Tammy L. Martin
-----------------------------------
Tammy L. Martin
Secretary
[CORPORATE SEAL]
16
<PAGE> 5
Percentage: 26.6666667% ING (U.S.) CAPITAL CORPORATION, in its
capacity as Agent and Lender
By: /s/ Steven G. Fleenor
--------------------------------------
Steven G. Fleenor
Vice President
Percentage: 26.6666667% TRANSAMERICA BUSINESS CREDIT CORPORATION,
in its capacity as Co-Agent and Lender
By: /s/ Michael W. Kempel
--------------------------------------
Name: Michael W. Kempel
Title: Senior Account Executive
Percentage: 26.6666667% FINOVA CAPITAL CORPORATION, in its capacity
as Co-Agent and Lender
By: /s/ Thomas L. Gibbons
--------------------------------------
Name: Thomas L. Gibbons
Title: Vice President
Percentage: 20.0% AMERICAN NATIONAL BANK, in its capacity as
Lender
By: /s/ Richard Jonscher
--------------------------------------
Name: Richard Jonscher
Title: Vice President
17
<PAGE> 6
ACKNOWLEDGMENT AND CONSENT
The undersigned hereby acknowledge receipt of a copy of the foregoing
Amendment, consent to the terms and provisions set forth therein, and agree that
the Subsidiary Guaranty dated as of May 30, 1997 (the "SUBSIDIARY GUARANTY")
made by each of the undersigned, jointly and severally, in favor of ING (U.S.)
Capital Corporation ("ING"), the other lenders as are, or may from time to time
become, parties to the Credit Agreement (as defined in the Subsidiary Guaranty)
and ING in its capacity as Agent for such Lenders, will continue in full force
and effect without diminution or impairment notwithstanding the execution and
delivery of the Amendment. The undersigned further acknowledge and agree that,
upon effectiveness of the Amendment and from and after the date thereof, each
reference to the Credit Agreement in the Subsidiary Guaranty and each other Loan
Document (as such term is defined in the Credit Agreement) to which any of the
undersigned is a party shall mean and be a reference to the Credit Agreement as
amended by this Amendment.
CHEROKEE COMMUNICATIONS, INC.
By: /s/ Tammy L. Martin
----------------------------
Tammy L. Martin
Secretary
[CORPORATE SEAL]
PHONETEL V, INC.
By: /s/ Tammy L. Martin
----------------------------
Tammy L. Martin
Secretary
[CORPORATE SEAL]
PHONETEL ACQUISITION CORP.
By: /s/ Tammy L. Martin
----------------------------
Tammy L. Martin
Secretary
[CORPORATE SEAL]
18
