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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 5
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COMMUNICATIONS CENTRAL INC.
(Name of Subject Company)
COMMUNICATIONS CENTRAL INC.
(Name of Person Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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203388 10 3
(Cusip Number of Class of Securities)
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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)
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Copy to:
J. Stephen Hufford, Esq.
Hunton & Williams
600 Peachtree Street, N.E.
Suite 4100
Atlanta, Georgia 30308
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TENDER OFFER
This Statement ("Amendment No. 5") 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, as amended by Amendment No. 3 to the Schedule
14D-9 filed with the Commission on July 23, 1997, and as amended by Amendment
No. 4 to the Schedule 14D-9 filed with the Commission on August 6, 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 18, 1997,
the Offer was extended effective August 18, 1997 and will now expire at 12:00
midnight, New York City time, on Wednesday, August 20, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following:
(a)(7) Press Release issued by PhoneTel Technologies, Inc. dated August
18, 1997.
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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.
COMMUNICATIONS CENTRAL INC.
By: /s/ Rodger L. Johnson
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Rodger L. Johnson
President and Chief Executive Officer
Dated: August 18, 1997
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
(a)(7) Press Release issued by PhoneTel Technologies, Inc. dated
August 18, 1997.
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EXHIBIT (a)(7)
Company Press Release
PHONETEL TECHNOLOGIES, INC. EXTENDS TENDER OFFER FOR SHARES OF COMMUNICATIONS
CENTRAL INC.
NEW YORK--(BUSINESS WIRE)--Aug. 18, 1997--PhoneTel Technologies, Inc. (AMEX:PHN)
announced today that is 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 Wednesday, August 20, 1997,
unless otherwise extended.
As previously announced, PhoneTel and Communications Central are continuing to
evaluate 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, 5,904,553.8 shares had been tendered to First Union National
Bank of North Carolina, the Depositary for the tender offer. This represents
approximately 82% of the common shares outstanding on a fully diluted basis.
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Contact:
Tammy Martin
PhoneTel Technologies, Inc.
(216) 241-2555
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