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OMB APPROVAL
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OMB Number: 3235-0145
Expires: September 30, 1988
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PEOPLES TELEPHONE COMPANY, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities
712574102
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(CUSIP Number)
ALVIN J. PORTNOY, 1800 AVENUE OF THE STARS, 2ND FLOOR, LOS ANGELES, CA 90067,
(310) 556-2721
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
SEPTEMBER 24, 1996
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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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available filing
with the Commission by the issuer unless the filing person has reason to
believe such information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person named in
Item 2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in Item 2,
comprise a group within the meaning of Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the number of
shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote
or to dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent filing on
Schedule 13D (SS240.13d-191), whichever is less, by the persons named in
response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to: (1) the identity of the person
covered by Item 5(c) who effected the transaction; (2) the date of the
transaction; (3) the amount of securities involved; (4) the price per
share or unit; and (5) where and how the transaction was effected.
(d) If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company Act of
1940 or the beneficiaries of an employee benefit plan, pension fund or
endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to be
the beneficial owner of more than five percent of the class of securities.
Instruction. For computations regarding securities which represent a right
to acquire an underlying security, see Rule 13d-3(d)(1) and the note
thereto.
Item 6. Contracts, Arangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Describe any contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, naming the persons
with whom such contracts, arrangements, understandings or relationships have
been entered into. Include such information for any of the securities that are
pledged or otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities except that
disclosure of standard default and similar provisions contained in loan
agreements need not be included.
Item 7. Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) (SS240.13d-1(f) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
corporate structure or any other matter as disclosed in Item 4; and (3) the
transfer or voting of the securities, finder's fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.
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.
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Date Signature
ALVIN J. PORTNOY, ON BEHLAF OF THE
REPORTING PARTIES
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Name/Title
6
<PAGE>
United State Securities & Exchange Commission
Schedule 13D
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Issuer: Peoples Telephone Company, Inc.
Item 5(e): Interest in Securities of the Issuer
On September 24, 1996, the reporting person(s) ceased to be
the beneficial owner of more than five percent of the class of
securities.
<PAGE>
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between [among] the parties listed
below, each referred to herein as a "Joint Filer." The Joint Filers agree that a
statement of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13D or
Schedule 13G, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers state that they each satisfy
the requirements for making a joint filing under Rule 13d-1.
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Richard A. Kayne, by
Alvin J. Portnoy (see attached Power of Attorney)
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KAIM Non-Traditional, L.P., by
Alvin J. Portnoy, Executive Vice President of
Kayne, Anderson Investment Management, Inc., General Partner
of KAIM Non-Traditional, L.P.
<PAGE>
POWER OF ATTORNEY FOR
SCHEDULE 13D
I, Richard A. Kayne, in my individual capacity and as the principal
executive officer of Kayne, Anderson Investment Management, Inc. hereby appoint
Alvin J. Portnoy as attorney-in-fact and agent, in all capacities, to execute,
on my behalf and on behalf of the above-listed corporation for which I serve as
the principal executive officer, and to file with the appropriate issuers,
exchanges and regulatory authorities, Schedules 13D and 13G and Forms 3, 4 and 5
and documents relating thereto pertaining to the acquisition of an equity
position in Peoples Telephone Company, Inc. I hereby grant to said
attorney-in-fact full authority to do every act necessary to be done in order to
effectuate the same as fully, to all intents and purposes, as I could if
personally present, thereby ratifying all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue thereof.
I hereby execute this Power of Attorney as of this 8th day of October,
1996.
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Richard A. Kayne
