<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO.4
--------------------
COMMUNICATIONS CENTRAL INC.
(Name of Subject Company)
COMMUNICATIONS CENTRAL INC.
(Name of Person Filing Statement)
--------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
--------------------
203388 10 3
(Cusip Number of Class of Securities)
--------------------
RODGER L. JOHNSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COMMUNICATIONS CENTRAL INC.
1150 NORTHMEADOW PARKWAY
SUITE 118
ROSWELL, GEORGIA 30076
(770) 442-7300
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of the
Person Filing this Statement)
--------------------
Copy to:
J. STEPHEN HUFFORD, ESQ.
HUNTON & WILLIAMS
600 PEACHTREE STREET, N.E.
SUITE 4100
ATLANTA, GEORGIA 30308
<PAGE>
TENDER OFFER
This Statement ("Amendment No. 4") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on March 20, 1997, as
amended by Amendment No. 1 to the Schedule 14D-9 filed with the Commission on
April 25, 1997, as amended by Amendment No. 2 to the Schedule 14D-9 filed with
the Commission on May 15, 1997, and as amended by Amendment No. 3 to the
Schedule 14D-9 filed with the Commission on July 23, 1997, relating to the offer
by PhoneTel Acquisition Corp., a Georgia corporation (the "Purchaser") and a
wholly owned subsidiary of PhoneTel Technologies, Inc., an Ohio corporation
("PhoneTel"), to purchase of all of the outstanding shares of Common Stock, par
value $.01 per share (the "Common Stock"), including the associated rights to
purchase shares of Common Stock (the "Rights" and, together with the Common
Stock, the "Shares"), of Communications Central Inc., a Georgia corporation (the
"Company"), at $12.85 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated March 20,
1997 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
As announced in a press release issued by PhoneTel on August 5, 1997,
the Offer was extended effective August 5, 1997 and will now expire at 12:00
midnight, New York City time, on Monday, August 18, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following:
(a)(6) Press Release issued by PhoneTel Technologies, Inc. dated
August 5, 1997.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify the information set forth in this statement is true, complete and
correct.
COMMUNICATIONS CENTRAL INC.
BY: /S/ RODGER L. JOHNSON
---------------------------
Rodger L. Johnson
President and
Chief Executive Officer
Dated August 5, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
99 Press Release issued by PhoneTel Technologies, Inc.
dated August 5, 1997.
<PAGE>
EXHIBIT 99
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Tammy Martin
PhoneTel Technologies, Inc.
216-241-2555
PHONETEL TECHNOLOGIES, INC.
EXTENDS TENDER OFFER FOR SHARES
OF COMMUNICATIONS CENTRAL
New York, New York, August 5, 1997 - PhoneTel Technologies, Inc.
(AMEX:PHN) announced today that it has determined to extend its previously
announced all cash tender offer for all outstanding common shares (and
associated rights) of Communications Central Inc. The tender offer and
withdrawal rights will now expire at 12:00 midnight, New York City time, on
Monday, August 18, 1997, unless otherwise extended.
As previously announced, PhoneTel and Communications Central are
evaluating the impact on their proposed merger of a recent decision of a federal
appellate court that, among other things, remanded to the Federal Communications
Commission an FCC ruling concerning the calculation of "dial around"
compensation payable to payphone providers. The parties are engaged in
discussions concerning a possible restructuring of the proposed transaction in
light of the ruling.
As of noon today, 6,038,912 shares had been tendered to First Union
National Bank of North Carolina, the Depositary for the tender offer. This
represents approximately 84% of the common shares outstanding on a fully diluted
basis.
* * *
