UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PHONETEL TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
71921H406
(CUSIP Number)
October 1, 1998
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
CUSIP No. 71921H406 SCHEDULE 13G Page 2 of 9
1 Name Of Reporting Person JACKSON SQUARE MANAGEMENT, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Delaware, United States
5 Sole Voting Power
1,200,000
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
1,200,000
8 Shared Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,200,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.17%
12 Type Of Reporting Person*
IA<PAGE>
CUSIP No. 71921H406 SCHEDULE 13G Page 3 of 9
1 Name Of Reporting Person JACKSON SQUARE PARTNERS, L.P.
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Delaware, United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,200,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
1,200,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,200,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.17%
12 Type Of Reporting Person*
PN<PAGE>
CUSIP No. 71921H406 SCHEDULE 13G Page 4 of 9
1 Name Of Reporting Person WILL K. WEINSTEIN REVOCABLE TRUST
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,200,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
1,200,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,200,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.17%
12 Type Of Reporting Person*
00<PAGE>
CUSIP No. 71921H406 SCHEDULE 13G Page 5 of 9
1 Name Of Reporting Person WILL K. WEINSTEIN
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,200,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
1,200,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,200,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.17%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 71921H406 SCHEDULE 13G Page 6 of 9
1 Name Of Reporting Person ODED LEVY
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
N/A
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
United States
5 Sole Voting Power
-0-
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,200,000
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
-0-
8 Shared Dispositive Power
1,200,000
9 Aggregate Amount Beneficially Owned By Each Reporting Person
1,200,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
7.17%
12 Type Of Reporting Person*
IN<PAGE>
CUSIP No. 71921H406 13G Page 7 of 9 Pages
Item 1(a). Name of Issuer.
PhoneTel Technologies, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
North Point Tower, 7th Floor
1001 Lakeside Avenue
Cleveland, Ohio 44114
Item 2(a). Names of Persons Filing.
Jackson Square Partners, L.P.("Partners"), Jackson
Square Management, LLC. ("Management"), Will K.
Weinstein Revocable Trust ("Trust"), Will K. Weinstein,
Oded Levy.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of each of the reporting persons
is 909 Montgomery Street, Suite 500, San Francisco,
California 94133.
Item 2(c). Citizenship.
Partners is a Delaware limited partnership, Management
is a Delaware limited liability company, Trust is a
United States entity, Will K. Weinstein and Oded Levy
are citizens of the United States.
Item 2(d). Title of Class of Securities.
Common Stock ("Common Stock").
Item 2(e). CUSIP Number. 71921H406
Item 3. Type of Reporting Person.
Management is an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940 and
the general partner of Partners. Partners is a limited
partnership. Trust is the executive member-manager of
Management, Will K. Weinstein is the sole trustee of
Trust and Oded Levy is a manager-member of Management.
Wienstein, through Trust, and Oded Levy share
investment power over Management's and, in turn,
Partner's investment portfolios. <PAGE>
CUSIP No. 71921H406 13G Page 8 of 9 Pages
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of the
cover pages to this Schedule 13G, which Items are
incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
See Item 4 above.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, each of the undersigned
certifies that, to the best of his knowledge and belief, the
securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.<PAGE>
CUSIP No. 71921H406 13G Page 9 of 9 Pages
Signatures
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
JACKSON SQUARE PARTNERS, L.P.
By: JACKSON SQUARE MANAGEMENT, LLC
Its: General Partner
By: WILL K. WEINSTEIN REVOCABLE
TRUST
By: /s/ Will K. Weinstein
______________________________
Title:Trustee
DATED: October 8, 1998
JACKSON SQUARE MANAGEMENT, LLC
By: WILL K. WEINSTEIN REVOCABLE
TRUST
By: /s/ Will K. Weinstein
______________________________
Title:Trustee
DATED: October 8, 1998
/s/ Will K. Weinstein
___________________________________
WILL K. WEINSTEIN
DATED: October 8, 1998
/s/ Oded Levy
___________________________________
ODED LEVY
DATED: October 8, 1998<PAGE>
