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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
DAVEL COMMUNICATIONS GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
238338 10 7
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(CUSIP Number)
Susan Obuchowski
Equity Group Investments, Inc.
Two North Riverside Plaza, Suite 600
Chicago, IL 60606
(312) 466-4010
with a copy to:
Walter S. Lowry
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 1600
Chicago, IL 60606
(312) 466-3769
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 13, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 9
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CUSIP No. 238338 10 7 13D
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samstock, L.L.C. FEIN: 36-4259084
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [___]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
1,336,696
NUMBER OF ------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 293,304 (1)
EACH ------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
1,623,480 (2)
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10. SHARED DISPOSITIVE POWER
356,520 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,980,000 (1) (2)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0% (1) (2) (3)
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14. TYPE OF REPORTING PERSON
OO
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(1) Includes the following securities owned by EGI-Investors, L.L.C. for which
Samstock, L.L.C. is the sole managing member: 293,304 shares of Common
Stock and, for determination of shared dispositive power and aggregate
amount beneficially owned, warrants to purchase 63,216 common shares
(consisting of 39,510 Issuer Warrants and 23,706 Hill Warrants).
(2) Includes Issuer Warrants to purchase 179,240 shares of Common Stock and
Hill Warrants to purchase 107,544 shares of Common Stock.
(3) Based upon 5,784,209 shares of Common Stock outstanding, as reported in the
issuer's Form 10-Q for the period ended September 30, 1998, plus an
additional 218,750 shares of Common Stock issuable upon the exercise of the
Issuer Warrants beneficially owned by the reporting person.
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CUSIP No. 238338 10 7 13D
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EGI-Davel Investors, L.L.C. FEIN: 36-4259084
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [___]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 293,304 (1)
EACH ------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
0
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10. SHARED DISPOSITIVE POWER
356,520 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,520 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% (1) (2)
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14. TYPE OF REPORTING PERSON
OO
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(1) Includes the following securities owned by EGI-Investors, L.L.C. for which
Samstock, L.L.C. is the sole managing member: 293,304 shares of Common
Stock and, for determination of shared dispositive power and aggregate
amount beneficially owned, warrants to purchase 63,216 common shares
(consisting of 39,510 Issuer Warrants and 23,706 Hill Warrants).
(2) Based upon 5,784,209 shares of Common Stock outstanding, as reported in the
issuer's Form 10-Q for the period ended September 30, 1998, plus an
additional 39,510 shares of Common Stock issuable upon the exercise of the
Issuer Warrants beneficially owned by the reporting person.
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This Amendment No. 2 (this "Amendment") amends and supplements the Schedule
13D filed on July 9, 1998, as previously amended (the "Schedule 13D"), by
Samstock, L.L.C. ("Samstock") with respect to the common stock, par value $.01
per share (the "Common Stock"), of Davel Communications Group, Inc. (the
"Issuer"). Only those Items amended are reported herein. All capitalized terms
used in this Amendment and not otherwise defined herein have the meanings
ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
(a-c) and (f). The paragraphs relating to subparagraphs (a-c) and (f)
of Item 2 are amended to add the following:
EGI-Davel Investors, L.L.C., a Delaware limited liability company
("EGI-Investors"), is hereby added as a reporting person to the
Schedule 13D. The sole managing member of EGI-Investors is Samstock.
The principal business of EGI-Investors is investing. The principal
business address for EGI-Investors is c/o Samstock, L.L.C., Two North
Riverside Plaza, Chicago, Illinois 60606.
(d) and (e). The paragraph relating to subparagraphs (d) and (e) of
Item 2 is amended to add the following:
EGI-Investors has not, during the last five years (i) been
convicted in a criminal proceeding or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, has been or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
Pursuant to an Assignment Agreement dated August 13, 1998 (the
"Assignment"), Samstock assigned, without consideration, the following
securities (collectively, the "Contributed Securities") to
EGI-Investors in exchange for membership interests in EGI-Investors:
(i) 293,304 shares of Common Stock, (ii) Issuer Warrants to purchase
39,510 shares of Common Stock from the Issuer and (iii) Hill Warrants
to purchase 23,706 shares of Common Stock from David R. Hill. As
managing member of EGI-Investors, Samstock retains beneficial ownership
of the Contributed Securities; the non-managing members of
EGI-Investors do not have the power to vote, direct the vote of,
dispose or direct the disposition of the Common Stock or Contributed
Warrants held by EGI-Investors. The Assignment is attached hereto as
Exhibit 9.
Samstock acquired the shares of Common Stock in the transactions
described in Item 5(c) below from its working capital.
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Item 5. Interest on the Securities of the Issuer.
With Respect to Samstock and EGI-Investors, Item 5 is hereby amended as
follows:
(a) Samstock beneficially owns an aggregate of 1,980,000 shares of
Common Stock, representing approximately 33.0% of the total
outstanding shares of Common Stock. EGI-Investors beneficially
owns an aggregate of 356,520 shares of Common Stock, representing
approximately 6.1% of the total outstanding shares of Common
Stock. The percentage ownership numbers expressed in this
subsection (a) are based upon 5,784,209 shares of Common Stock
reported to be outstanding in the Issuer's Form 10-Q for the
period ended September 30, 1998 plus the additional number of
shares of Common Stock issuable upon the exercise of Issuer
Warrants beneficially owned by the reporting persons.
(b) Samstock has the sole power to direct the vote of 1,336,696 shares
of Common Stock and to direct the disposition of 1,623,480 shares
of Common Stock (including Issuer Warrants to purchase 179,240
shares of Common Stock and Hill Warrants to purchase 107,544
shares of Common Stock). Samstock and EGI-Investors share the
power to vote, or direct the vote of 293,304 shares of Common
Stock and to dispose of, or direct the disposition of 356,520
shares of Common Stock (including Issuer Warrants to purchase
39,510 shares of Common Stock and Hill Warrants to purchase 23,706
shares of Common Stock). EGI-Investors does not have sole power to
vote or dispose of any of the Contributed Securities.
(c) In addition to the transaction described herein, Samstock
purchased in open market transactions (i) 2,150 shares of Common
Stock on November 23, 1998 for an aggregate price of $37,356.25
and (ii) 3,950 shares of Common Stock on November 24, 1998 for an
aggregate price of $73,953.09.
(d) and (e) Not applicable.
Item 7. Materials to be filed as Exhibits.
Assignment Agreement dated August 13, 1998, between Samstock, L.L.C.,
and EGI-Davel Investors, L.L.C.
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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.
DATED: December 18, 1998.
SAMSTOCK, L.L.C.
By: /s/ Donald J. Liebentritt
-----------------------------------
Name: Donald J. Liebentritt
Title: Vice President
EGI-DAVEL INVESTORS, L.L.C.
By: Samstock, L.L.C., its sole managing member
By: /s/ Donald J. Liebentritt
------------------------------------------
Name: Donald J. Liebentritt
Title: Vice President
Page 6 of 9
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
1 Stock Purchase Agreement dated May 14, 1998 by and between *
Samstock, L.L.C. and Davel Communications Group, Inc.
2 Stock Purchase Agreement dated May 14, 1998 by and between *
Samstock, L.L.C. and David R. Hill
3 Stock Purchase Agreement dated May 14, 1998 by and among *
Samstock, L.L.C., Robert D. Hill, Michael Hayes, Theodore
Rammelkamp, Jr., Jones Yorke, Paul Demirdjian, Michael Kouri
and Marlin Turnipseed
4 Investment Agreement dated June 29, 1998 among Davel *
Communications Group, Inc., Samstock, L.L.C. and David
R. Hill
5 Shareholders Agreement dated June 29, 1998 by and among *
Samstock, L.L.C., David R. Hill and, solely for purposes
of Sections 2(a), 2(b), 3, 4, 6 and 8 through 19 thereof,
Davel Communications Group, Inc.
6 Voting Agreement dated June 11, 1998 between Samstock, L.L.C. *
and PhoneTel Technologies, Inc.
7 Voting Agreement dated June 11, 1998 between Samstock, L.L.C. *
and PhoneTel Technologies, Inc.
8 Voting Agreement dated July 5, 1998 between Samstock, L.L.C. *
and Peoples Telephone Company, Inc.
9 Assignment Agreement dated August 13, 1998 between Samstock, 8
L.L.C. and EGI-Davel Investors, L.L.C.
* Previously filed.
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EXHIBIT 9
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Assignment Agreement") is made and entered
into as of the 13th day of August, 1998, by and between Samstock, L.L.C.
("Assignor") and EGI-Davel Investors, L.L.C. ("Assignee").
RECITALS
A. Assignor is the owner of (i) 1,623,900 shares of common stock
("Davel Stock") of Davel Communications Group, Inc. ("Davel"), and (ii) warrants
to purchase an additional 350,000 shares of Davel Stock at $32.00 per share (the
"Warrants").
B. Assignor desires to assign and Assignee desires to receive all of
Assignor's right, title and interest in and to (i) 293,304 shares of the Davel
Stock (the "Assigned Shares"), (ii) 63,216 of the Warrants (the "Assigned
Warrants"), and (iii) the registration rights, if any, applicable to such
Assigned Shares and shares of Davel Stock issuable upon exercise of the Assigned
Warrants pursuant to that certain Investment Agreement dated as of May 14, 1998
(the "Investment Agreement"), by and among Davel, Assignor and David R. Hill
("Hill") (such rights, the "Registration Rights"), each as hereinafter provided.
THEREFORE, in consideration of the foregoing Recitals, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee agree as follows:
1. Assignment of Shares and Warrants. In accordance with Section 2(b)
of that certain Shareholders Agreement, dated as of May 14, 1998 (the
"Shareholders Agreement"), by and among Davel, Assignor and Hill and Section 5.9
of the Investment Agreement, Assignor hereby assigns, transfers and sets over
unto Assignee all of Assignor's right, title and interest in and to the Assigned
Shares, the Assigned Warrants and the Registration Rights.
2. Effective Date. The assignment herein made is effective as of the
date of this Assignment Agreement, and from and after the date hereof any and
all amounts, if any, which may become payable in respect of, or securities which
may be issued in exchange for or upon conversion of or otherwise in respect of,
the Assigned Shares and the Assigned Warrants (including, without limitation any
other class or series of equity securities) shall be credited or distributed, as
the case may be, to Assignee and not to Assignor.
3. Assumption by Assignee. Assignee hereby accepts the Assigned Shares
and the Assigned Warrants and agrees to be bound by, and acknowledges and agrees
that its ownership of and rights with respect to the Assigned Shares, the
Assigned Warrants and the Registration Rights shall be subject to, the terms and
conditions of the Joinder Agreement attached hereto as Exhibit A.
4. Future Cooperation. Assignor and Assignee mutually agree to
cooperate from and after the date hereof with respect to the supplying of
information and/or execution and delivery of any agreements, documents and
instruments reasonably requested by the other regarding any of the matters
described in this Assignment Agreement.
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5. Modification and Waiver. No supplement, modification, waiver or
termination of this Assignment Agreement or any provision hereof shall be
binding unless executed in writing by the parties to be bound thereby. No
waiver of any of the provisions of this Assignment Agreement shall constitute a
waiver of any other provision (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
6. Governing Law. This Assignment shall be construed and enforced in
accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, this Assignment is executed as of the day and year
first above written.
ASSIGNOR:
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SAMSTOCK, L.L.C., a Delaware limited liability company
By: SZ Investments, L.L.C., a Delaware limited liability
company, its managing member
By: Zell General Partnership, Inc., an
Illinois corporation, its managing member
By:_________________________________________
Name:_______________________________________
Title:______________________________________
ASSIGNEE:
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EGI-DAVEL INVESTORS, L.L.C., a Delaware Limited
Liability Company
By: Samstock,
L.L.C., a Delaware limited liability company,
its managing member
By: SZ Investments, L.L.C., a Delaware limited
liability company, its managing member
By: Zell General Partnership, Inc.,
an Illinois corporation, its managing
member
By:____________________________________
Name:__________________________________
Title:_________________________________
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