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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 14, 1997
COMMUNICATIONS CENTRAL INC.
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(Exact name of registrant as specified in its charter)
Georgia 0-22730 58-1804173
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.
1150 Northmeadow Parkway, Suite 118, Roswell, Georgia 30076
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 442-7300
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Execution of Agreement and Plan of Merger and Commencement of Tender Offer
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On March 14, 1997, Communications Central Inc. (the "Company") entered into
an Agreement and Plan of Merger (the "Merger Agreement") with PhoneTel
Technologies, Inc., an Ohio corporation ("PhoneTel"), and PhoneTel's wholly
owned subsidiary, PhoneTel Acquisition Corp. (the "Purchaser"). Pursuant to the
Merger Agreement, on March 20, 1997, the Purchaser commenced a cash tender offer
to purchase all of the outstanding shares of the common stock, $.01 par value
per share (the "Common Stock") of the Company (including the associated rights
to purchase shares of Common Stock, the "Shares") at a price of $12.85 per
Share. Following the consummation of the cash tender offer, the Company and the
Purchaser will merge and all Shares not then owned by Phone-Tel or its
affiliates will be converted into the right to receive $12.85 per Share.
The consummation of the tender offer is conditioned upon, among other
things, the tender of at least 75% of the Shares on a fully-diluted basis to the
Purchaser and the receipt by PhoneTel of financing sufficient to enable it to
consummate the transaction.
In connection with the commencement of the tender offer, PhoneTel and the
Purchaser have filed a Tender Offer Statement on Schedule 14D-1 with the
Securities and Exchange Commission (the "SEC") and the Company has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. The
Tender Offer Statement on Schedule 14D-1 and the Solicitation/Recommendation
Statement on Schedule 14D-9 describe the cash tender offer and the proposed
merger (the "Transactions") in detail and also set forth the factors considered
by the Boards of Directors of each of PhoneTel and the Company in approving such
Transactions.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMUNICATIONS CENTRAL INC.
Date: April 2, 1997 /s/ Rodger L. Johnson
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Rodger L. Johnson
President and Chief Executive Officer
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