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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )(1)
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PhoneTel Technologies, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
71921H406
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(CUSIP Number)
December 31, 1998
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(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)
NOTE: REPORTING PERSON FILED THE FIRST SCHEDULE 13D ON MARCH 26, 1996,
AMENDMENT NO. 1 TO SCHEDULE 13D WAS FILED ON DECEMBER 17, 1996 AND AMENDMENT
NO. 2 TO SCHEDULE 13D WAS FILED ON JUNE 4, 1997. REPORTING PERSON QUALIFIES AS
AN PASSIVE INVESTOR UNDER THE REVISIONS TO RULE 13D-1 EFFECTIVE AS OF FEBRUARY
17, 1998.
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(1) 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 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).
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CUSIP NO. 71921H406 13G PAGE 1 OF 4 PAGES
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ING (U.S.) Capital Corporation
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(5) SOLE VOTING POWER 2,017,500
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 0
OWNED BY
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER 2,017,500
PERSON WITH
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(8) SHARED DISPOSITIVE POWER 0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,017,500
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.76% (based upon Form 10-Q for the Quarterly Period Ended September
30, 1998)
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(12) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(A). NAME OF ISSUER:
PHONETEL TECHNOLOGIES, INC.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1127 EUCLID AVENUE
CLEVELAND, OHIO 44115
ITEM 2(A). NAME OF PERSON FILING:
ING (U.S.) CAPITAL CORPORATION
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
135 EAST 57TH STREET
NEW YORK, NEW YORK 10022
ITEM 2(C). CITIZENSHIP:
UNITED STATES
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
COMMON STOCK, $0.01 PAR VALUE
ITEM 2(E). CUSIP NUMBER:
71921H406
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] G Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13-d-1(b)
(1) (ii) (E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
2 of 4 Pages
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(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c), check this box.
[X]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
2,017,500
(b) Percent of class:
10.76% (based upon Form 10-Q for the Quarterly Period Ended September
30, 1998)
(c) Number of shares as to which such person has:
<TABLE>
<S> <C>
(i) Sole power to vote or to direct the vote 2,017,500
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 2,017,500
(iv) Shared power to dispose or to direct the disposition of 0
</TABLE>
Instruction: For computations regarding securities which represent a
right to acquire an underlying security see Rule 13d-3(d) (1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY HE PARENT HOLDING COMPANY.
N/A
Page 3 of 4 Pages
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
SIGNATURE
After reasonable 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.
ING (U.S.) Capital Corporation
1/21/99 /s/ William A. Austin
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Date William A. Austin, General Counsel
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