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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
WASHINGTON, D.C. 20549 Expires: January 31, 2002
Estimated average burden
FORM 12b-25 hours per response...2.50
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0--16715
CUSIP NUMBER
71921H158
(Check One) __ Form 10-K __ Form 20-F __ Form 11-K X Form 10-Q __ Form N-SAR
For Period Ended: March 31, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type
NOTHING IN THE FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
PhoneTel Technologies, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
North Point Tower, 7th Floor 1001 Lakeside Avenue
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Address of Principal Executive Office (Street and Number)
Cleveland, OH 44114-1195
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
X (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
X (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
__ (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
with the prescribed time period.
The Registrant has discovered a possible issue with respect to the timing of the
effective date of certain documents related to the issuance of stock options
which could have an impact on the Registrant's reported financial results for
the quarter ended March 31, 2000.
The subject report could not be filed without unreasonable effort or expense
because additional time is needed to consult with the Registrant's attorneys and
independent accountants regarding the appropriate legal and accounting
treatment, and additional time may be required to make the appropriate changes,
if any, to the Registrant's Form 10-Q for the quarter ended March 31, 2000.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE
COLLECTION OF INFORMATION CONTAINED IN THIS
(ATTACH EXTRA SHEETS IF NEEDED) FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Don Paliwoda (216) 875-4303
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).
X Yes __ No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? X Yes __ No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See Attachment A incorporated by reference into this Form 12b-25.
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PhoneTel Technologies, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 15, 2000 By /s/ Richard P. Kebert
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Richard P. Kebert
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).
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PHONETEL TECHNOLOGIES, INC.
FORM 12b-25
NOTIFICATION OF LATE FILING
FOR THE PERIOD ENDED MARCH 31, 2000
ATTACHMENT A
This Attachment A includes this page and a draft of the Registrant's
Consolidated Statements of Operations (Unaudited) for the quarters ended March
31, 1999 and 2000. The following is a narrative of significant changes in
results of operations in 2000 from the corresponding period of the preceding
year.
The Registrant's first quarter 2000 revenues decreased by $3,756, or 19.0%, due
to a reduction in the average number of pay telephones operated by the
Registrant and as a result of competition in the marketplace. Costs and expenses
decreased by $6,286, or 24.9%, due to the decrease in the average number of pay
telephones and cost reduction initiatives of the Registrant. The loss from
operations decreased from $5,468 in the first quarter of 1999 to $2,938 in the
current quarter due primarily to the Registrant's cost reductions. The net loss
in the first quarter decreased by $5,196, or 48.6% due to the decline in loss
from operations and the reduction in interest expense. Interest expense declined
by $2,654, or 50.2%, as a result of the conversion of the Registrant's $125
million 12% Senior Notes to Common Stock on November 17, 1999, the date the
Registrant consumated its prepackaged plan of reorganization and emerged from
its Chapter 11 proceeding.
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PHONETEL TECHNOLOGIES, INC
FORM 12b-25
NOTIFICATION OF LATE FILING
ATTACHMENT A
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
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<TABLE>
<CAPTION>
PREDECESSOR SUCCESSOR
COMPANY COMPANY
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(UNAUDITED) (UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1999 MARCH 31, 2000
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<S> <C> <C>
REVENUES:
Coin calls $ 10,411 $ 8,342
Non-coin telecommunication services 9,362 7,579
Other 10 106
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19,783 16,027
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COSTS AND EXPENSES: 25,251 18,965
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Loss from operations (5,468) (2,938)
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OTHER INCOME (EXPENSE):
Interest expense (5,285) (2,631)
Interest and other income 65 77
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(5,220) (2,554)
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NET LOSS ($ 10,688) ($ 5,492)
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Earnings per share calculation:
Net loss ($ 10,688) ($ 5,492)
Preferred dividend payable in kind (4) --
Accretion of 14% Preferred to its redemption value (382) --
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Net loss applicable to common shareholders ($ 11,074) ($ 5,492)
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Net loss per common share, basic and diluted ($ 0.59) ($ 0.54)
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Weighted average number of shares, basic and diluted 18,754,133 10,188,630
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</TABLE>
