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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 02549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 9, 1998
PHONETEL TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Ohio 0-16715 34-146219
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Number Identification)
North Point Tower, 7th Floor, 1001 Lakeside Avenue, Cleveland, Ohio 44114-1195
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (216) 241-2555
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Item 4. Changes in Registrant's Certifying Accountants.
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(a) (1) Former independent public accountants.
(i) On November 9, 1998 PricewaterhouseCoopers LLP ("PwC")
resigned as independent public accountants for the
Registrant.
(ii) The report of PwC on the Registrant's 1997 financial
statements included the following modification as to
uncertainty: "The accompanying financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 2 to the financial statements,
the Company has suffered recurring losses from operations and
has a net capital deficiency that raises substantial doubt
about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2.
The financial statements do not include any adjustments that
might result from the outcome of this uncertainty." Other than
the foregoing, the reports of PwC on the Registrant's
financial statements for the past two fiscal years contained
no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or
accounting principles.
(iii) The decision of PwC to resign as the Registrant's independent
public accountants was neither recommended nor approved by the
Registrant's Board of Directors or its Audit Committee.
(iv) During the Registrant's two fiscal years ended December 31,
1997 and through November 9, 1998, there have been no
disagreements with PwC on any matter of accounting principles
or practices, financial statement disclosure or auditing scope
or procedure, which disagreements, if not resolved to the
satisfaction of PwC, would have caused it to make reference to
the subject matter of the disagreements in connection with its
report.
(v) During the most recent fiscal year and through November 9,
1998, there have been no reportable events as defined in
Regulation S-K, Item 304 (a)(1)(v).
(a)(2) New independent public accountant.
(i) The Registrant has not engaged a new independent public
accountant. The Registrant is currently in the process of
selecting an independent public accountant for its fiscal year
ending December 31, 1998.
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(a)(3) Former accountants' letter.
(i) The Registrant has provided PwC with a copy of the disclosures
which the Registrant is making in this Item 4 and has
requested that PwC furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it
agrees with such disclosures. A copy of such letter dated
November 13, 1998 is filed as Exhibit 1 to this Form 8-K.
Item 7. Exhibits
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1. Letter of PricewaterhouseCoopers LLP dated November 12, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHONETEL TECHNOLOGIES, INC.
Date: November 13, 1998 By: /s/ Richard P. Kebert
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Richard P. Kebert
Chief Financial Officer
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Exhibit 1
[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
November 12, 1998
Ladies and Gentlemen:
PhoneTel Technologies, Inc.
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We have read Item 4 of PhoneTel Technologies, Inc. Form 8-K dated
November 9, 1998 and are in agreement with the statements contained in
paragraph 4(a)(1) therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
