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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. 1
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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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[LETTERHEAD OF COMMUNICATIONS CENTRAL]
April 25, 1997
To Our Shareholders:
On behalf of the Board of Directors of Communications Central Inc. (the
"Company"), I am writing to keep you apprised of recent developments related to
the cash tender offer (the "Offer") by Phone Tel Technologies, Inc. ("Phone
Tel") to purchase all of the outstanding shares of Common Stock of the Company
(including associated rights to purchase such stock, the "Shares") at a price of
$12.85 per Share. This letter and the information included herewith constitutes
an amendment to the Company's Solicitation/Recommendation Statement on Schedule
14D-9 filed with the Securities and Exchange Commission on March 20, 1997.
As previously announced in a press release from PhoneTel, the Offer was
extended effective April 16, 1997. The Offer will now expire at 12:00 midnight,
New York City time, on Thursday, May 15, 1997. The extension was contemplated by
the Company at the time the Agreement and Plan of Merger was originally entered
into and gives PhoneTel additional time to raise the financing necessary to
complete the transaction.
In connection with the Offer, the Company engaged J.C. Bradford & Co. LLC
("Bradford") to act as its financial advisor and to render its opinion as to the
fairness, from a financial point of view, to the holders of the outstanding
Common Stock of the Company (and the holders of associated rights to purchase
such stock) of the consideration to be received by such holders pursuant to the
Agreement and Plan of Merger between the Company and PhoneTel. In a letter
dated March 14, 1997, Bradford rendered its written opinion to the Board that
the consideration to be paid to the holders of the Company's Common Stock (and
the holders of associated rights to purchase such stock) is fair from a
financial point of view. Bradford's conclusion as to the fairness of the
consideration to be paid in the transaction remains unchanged. However, the
written form of the opinion was recently revised to clarify Bradford's
position concerning reliance on its opinion by shareholders of the Company under
applicable state law. The Company's shareholders are advised to read the
revised opinion included herewith in its entirety.
Bradford's revised opinion no longer includes an assertion that the Board
of Directors is the only party entitled to rely on the opinion under applicable
state law. However, Bradford has also advised the Board that it has not
relinquished its right to utilize that assertion as a defense if its opinion is
challenged in court. The resolution of this question under applicable state law
is not expected to have any effect on the rights and responsibilities of
Bradford under applicable federal securities law or on the rights and
responsibilities of the Board of Directors under applicable state law or
applicable federal securities law. SPECIFICALLY, THIS REVISION DOES NOT CHANGE
THE BOARD OF DIRECTORS' UNANIMOUS DETERMINATION THAT THE OFFER IS FAIR AND IN
THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS. THE BOARD OF DIRECTORS
OF THE COMPANY CONTINUES TO RECOMMEND THAT THE SHAREHOLDERS OF THE COMPANY
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
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To Our Shareholders
April 25, 1997
Page 2
At last count (as of April 23, 1997), the holders of approximately 83%
of the shares of Common Stock outstanding on a fully diluted basis had tendered
their Shares pursuant to the Offer. PhoneTel has until May 19, 1997 to
consummate the Offer and has advised the Company that it is moving ahead
diligently with its financing arrangements. We appreciate your continued
support.
On behalf of the Board of Directors,
/s/ Rodger L. Johnson
---------------------------------
Rodger L. Johnson
President and Chief Executive Officer
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[LETTERHEAD OF J.C. BRADFORD & CO.]
March 14, 1997
Board of Directors
Communications Central Inc.
1150 Northmeadow Parkway
Suite 118
Roswell, Georgia 30076
Gentlemen:
You have requested our opinion as to the fairness, from a financial point
of view, to the holders (the "CCIX Common Stockholders") of the outstanding
common stock, par value $.01 per share (the "CCIX Common Stock"), of
Communications Central Inc. ("CCIX or the "Company") of the consideration to be
received by the CCIX Common Stockholders (and the holders of associated rights
to purchase such stock) pursuant to the Agreement and Plan of Merger, dated as
of March 14, 1997 (the "Merger Agreement"), by and between the Company and
PhoneTel Technologies, Inc. ("PhoneTel").
The Merger Agreement provides for, among other things, a cash tender offer
by PhoneTel of $12.85 per share for each outstanding share of CCIX Common Stock
(the "Offer") and, if the requisite number of shares are tendered in the Offer
as more completely set forth in the Merger Agreement, the subsequent merger of
the Company with a wholly-owned subsidiary of PhoneTel (the "Merger"). The terms
and conditions of the Merger are more fully set forth in the Merger Agreement.
The Offer, the Merger and all of the other transactions contemplated by the
Merger Agreement are referred to collectively as the "Transaction." Capitalized
terms used but not defined herein have the meanings ascribed to such terms in
the Merger Agreement.
J.C. Bradford & Co. LLC, as part of its investment banking business,
engages in the valuation of businesses and securities in connection with mergers
and acquisitions, negotiated underwritings, secondary distributions of listed
and unlisted securities, private placements, and valuations for estate,
corporate, and other purposes. We have been engaged by the Board of Directors of
the Company to render this opinion in connection with the Transaction and will
receive a fee from the Company for our services which is contingent upon the
consummation of the Transaction In addition, the Company has agreed to indemnify
us for certain liabilities arising out of the rendering of this opinion. In the
ordinary course of our business, we have actively traded in the Common Stock of
the Company for our account and for the accounts of our customers and,
accordingly, may at any time hold a long or short position in the Common Stock.
In conducting our analysis and arriving at our opinion, we have considered
such financial and other information as we deemed appropriate including, among
other things, the following: (i) the Merger Agreement, dated as of March 14,
1997; (ii) a letter, dated as of March 14, 1997, from CIBC Wood Gundy Securities
Corp. ("Wood Gundy"), to PhoneTel, regarding Wood Gundy's ability to arrange
financing for PhoneTel with regard to the Transaction; (iii) the historical and
current financial position and results of operations of the Company and PhoneTel
as set forth in their respective periodic reports and proxy materials filed with
the Securities and Exchange Commission; (iv) certain internal operating data and
financial analyses and forecasts of the Company for the fiscal years beginning
July 1, 1996 and ending June 30, 2001, prepared for the Company by its senior
management; (v) certain financial and securities trading data of certain other
companies, the securities of which are publicly traded, that we believed to be
comparable to the Company and PhoneTel or relevant to the Transaction; (vi) the
financial terms of certain other transactions that we believed to be relevant;
(vii) reported price and trading activity for the CCIX Common Stock and the
PhoneTel Common Stock; and (viii) such other financial studies, analyses, and
investigations as we deemed appropriate for purposes of our opinion. We also
have held discussions with members of the senior management of the Company
regarding the past and current business operations, financial condition, and
future prospects of the Company.
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Board of Directors
Communications Central Inc.
March 14, 1997
Page 2
We have taken into account our assessment of general economic, market, and
financial and other conditions and our experience in other transactions, as well
as our experience in securities valuation and our knowledge of the industries in
which the Company and PhoneTel operate generally. Our opinion is necessarily
based upon the information made available to us and conditions as they exist and
can be evaluated as of the date hereof. It should be understood that subsequent
developments may affect this opinion and that we do not have any obligation to
update, revise or reaffirm this opinion.
We have assumed and relied upon the accuracy and completeness of all of the
financial and other information reviewed by us for purposes of our opinion and
have not assumed any responsibility for, nor undertaken an independent
verification of, such information. With respect to the internal operating data
and financial analyses and forecasts supplied to us, we have assumed that such
data, analyses, and forecasts were reasonably prepared on bases reflecting the
best currently available estimates and judgments of the Company's senior
management as to the recent and likely future performance of the Company.
Accordingly, we express no opinion with respect to such analyses or forecasts or
the assumptions on which they are based. We were not asked to consider and our
opinion does not address the relative merits of the Offer and the Merger as
compared to any other business combination transactions in which the Company
might engage. We note that the Offer is expressly contingent upon the receipt by
PhoneTel of financing sufficient in amount to enable it and its wholly owned
subsidiary to consummate the Offer and the Merger, to refinance certain
indebtedness for borrowed money of the Company and to pay related fees and
expenses. We express no opinion as to the likelihood that PhoneTel can secure
such financing, and we have evaluated the fairness of the Offer without regard
to such contingency. Furthermore, we have not made an independent evaluation or
appraisal of the assets and liabilities of the Company or any of its
subsidiaries or affiliates and have not been furnished with any such evaluation
or appraisal.
The Company is entitled to reproduce this opinion, in whole but not in
part, in its Offer materials and Proxy Statement as required by applicable law
or appropriate; provided, that any excerpt from or reference to this opinion
(including any summary thereof) in such documents must be approved by us in
advance in writing. Notwithstanding the foregoing, this opinion does not
constitute a recommendation to any CCIX Common Stockholder to accept the Offer
or to vote in favor of the Merger. We were engaged by the Board of Directors of
the Company to render this opinion in connection with the Board's discharge of
its fiduciary obligations.
Based upon and subject to the foregoing, and based upon such other matters
as we consider relevant, it is our opinion that, as of the date hereof and based
on conditions as they currently exist, the consideration to be paid to the CCIX
Common Stockholders (and the holders of associated rights to purchase such
stock) in the Transaction is fair from a financial point of view.
Very truly yours,
/s/ J. C. BRADFORD & CO. LLC
J.C. BRADFORD & CO. LLC
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated March 20, 1997./+//++/
(a)(2) Letter of Transmittal. /+//++/
(a)(3) Press release issued by the Company and the Parent on March 14,
1997./+/
(a)(4) Opinion of J.C. Bradford & Co. LLC dated March 14, 1997./+//++/
(a)(4)(a) Opinion of J.C. Bradford & Co. LLC dated March 14, 1997, as amended.*
(a)(5) Letter to Shareholders dated March 20, 1997 from Rodger L. Johnson,
President and Chief Executive Officer of the Company./+//++/
(c)(1) Agreement and Plan of Merger dated as of March 14, 1997, among Parent,
Purchaser and the Company./+/
(c)(2) Escrow Agreement dated March 14, 1997 by and among the Escrow Agent,
the Company and the Parent./+/
(c)(3) Employment Agreement dated November 6, 1995 between CCG and Rodger L.
Johnson. (Incorporated by reference to Exhibit 99.1 of the Company's
Current Report on Form 8-K (Date of Earliest Event Reported: November
6, 1995).)/+/
(c)(4) Stock Option Agreement dated November 6, 1995 between the Company and
Rodger L. Johnson. (Incorporated by reference to Exhibit 99.2 of the
Company's Current Report on Form 8-K (Date of Earliest Event Reported:
November 6, 1995).)/+/
(c)(5) Stock Option Agreement dated January 2, 1996 between the Company and
Anthony J. Palermo. (Incorporated by reference to Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1996.)/+/
(c)(6) Stock Option Agreement dated January 15, 1996 between the Company and
C. Douglas McKeever. (Incorporated by reference to Exhibit 10.15 to
the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996)./+/
(c)(7) Forms of Indemnification Agreements for officers and directors of the
Company./+/
(c)(8) Article VIII of the Amended and Restated Articles of Incorporation of
the Company./+/
(c)(9) Article Eight of the Company's Amended and Restated Bylaws./+/
(c)(10) Shareholder Rights Agreement dated as of July 25, 1995, between the
Company and First Union National Bank of North Carolina, as Rights
Agent. (Incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A registering certain Rights to
Purchase Common Stock as filed on August 7, 1995)./+/
(c)(11) Amendment No. 1 dated as of March 13, 1996 to Shareholders Rights
Agreement dated as of July 25, 1995, between the Company and First
Union National Bank, as Rights Agent./+/
_________________
* Included in documents mailed to shareholders on April 25, 1997.
/++/ Included in documents mailed to shareholders on March 20, 1997.
/+/ Previously filed or incorporated by reference herein.
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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: April 25, 1997
