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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
PHONETEL TECHNOLOGIES, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE 71921H505
(Title of class of securities) (CUSIP number)
JOSEPH A. ORLANDO
LEUCADIA NATIONAL CORPORATION
315 PARK AVENUE SOUTH
NEW YORK, NEW YORK 10010
(212) 460-1932
(Name, address and telephone number of person
authorized to receive notices and communications)
NOVEMBER 18, 1999
(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 [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits.
(Continued on following pages)
(Page 1 of 8 pages)
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NY2:\854097\01\$b0x01!.DOC\76830.0001
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------- ----------------------------------
CUSIP No. 71921H505 13D
- --------------------------------- ----------------------------------
- -------------- ----------------------------------------------------------- -------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
- -------------- -------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: See Item 4
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York
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NUMBER OF 7 SOLE VOTING POWER: Approximately 722,000 shares
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: Approximately 722,000 shares
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Approximately 722,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Approximately
7.07%
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14 TYPE OF REPORTING PERSON: CO
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</TABLE>
Page 2 of 8
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Item 1. Security and Issuer.
This Statement relates to the common stock, $.01 par value
per share, (the "Common Stock"), of PhoneTel Technologies, Inc., an Ohio
corporation (the "Company"). The address of the principal executive office of
the Company is 1001 Lakeside Avenue, Cleveland, Ohio, 44114-1195.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is being filed by Leucadia
National Corporation ("Leucadia"). Leucadia is a New York corporation with its
principal office at 315 Park Avenue South, New York, New York 10010. Leucadia is
a financial services holding company principally engaged in personal and
commercial lines of property and casualty insurance, banking and lending,
manufacturing and mining.
Approximately 33.4% of the outstanding common shares of
Leucadia is beneficially owned (directly and through family members) by Ian M.
Cumming, Chairman of the Board of Directors of Leucadia and by Joseph S.
Steinberg, a director and President of Leucadia (excluding an additional 2.0% of
the common shares of Leucadia beneficially owned by two trusts for the benefit
of Mr. Steinberg's minor children, as to which Mr. Steinberg disclaims
beneficial ownership). Private charitable foundations independently established
by each of Messrs. Cumming and Steinberg each beneficially own less than one
percent of the outstanding common shares of Leucadia. Mr. Cumming and Mr.
Steinberg each disclaim beneficial ownership of the common shares of Leucadia
held by their respective private charitable foundation.
The following information with respect to each executive
officer and director of Leucadia is set forth in Schedule A hereto: (i) name,
(ii) business address, (iii) citizenship, (iv) present principal occupation or
employment and (v) name of any corporation or other organization in which such
employment is conducted, together with the principal business and address of any
such corporation or organization other than Leucadia for which such information
is set forth above.
(d)-(f) During the last five years, neither Leucadia nor,
to its knowledge, any of the other persons identified pursuant to Paragraphs (a)
through (c) of this Item 2, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. To the knowledge of Leucadia, each of the individuals
identified pursuant to Paragraphs (a) through (c) of this Item 2 is a United
States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The information included in response to Item 4 is
specifically incorporated herein by reference.
Page 3 of 8
<PAGE>
Item 4. Purpose of the Transaction.
In October and November 1999, Leucadia purchased an aggregate of $9,500,000
principal amount of the Company's 12% Senior Notes due 2006 (the "Senior Notes")
for an aggregate purchase price of $1,560,000. Leucadia obtained the funds for
these purchases from its working capital.
As described in the Company's Form 10-Q for the fiscal quarter ended September
30, 1999 (the "September 1999 10Q"), on October 20, 1999, the United States
Bankruptcy Court for the Southern District of New York confirmed the Company's
chapter 11 reorganization plan (the "Plan"). Pursuant to the Plan, 10,205,000
shares of Common Stock will be outstanding following consummation of the Plan.
Of these shares, 9,500,000 will be issued to holders of the Senior Notes, which
originally were issued in the aggregate principal amount of $125,000,000.
Leucadia expects to receive approximately 722,000 shares upon consummation of
the Plan, representing approximately 7.07% of the Common Stock to be outstanding
following consummation of the Plan.
On November 18, 1999, the Company issued a press release announcing that it had
consummated the Plan.
Leucadia acquired the Senior Notes and will hold the Common Stock for investment
purposes. Notwithstanding the foregoing, Leucadia will monitor its interest in
the Company with a view toward maximizing the value of its investment.
Depending upon the course of action that Leucadia pursues, it may, from time to
time, acquire additional shares of the Common Stock (subject to the availability
of shares at prices deemed favorable by Leucadia), dispose of shares of Common
Stock, engage in discussions with the Company (possibly with a view toward
influencing management), engage in discussions with other stockholders or third
parties or some combination of the foregoing.
Although the foregoing represents the possible activities presently contemplated
by Leucadia with respect to the Company and the Common Stock, it should be noted
that the possible activities of Leucadia are subject to change at any time and
there is no assurance that Leucadia will actually undertake any of the
foregoing.
Except as set forth above, Leucadia has no present plans or intentions which
would result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) After giving effect to consummation of the Plan, Leucadia will
beneficially own approximately 722,000 shares of Common Stock, representing
approximately 7.07% of the Common Stock to be outstanding upon consummation of
the Plan, as reflected in the September 1999 10Q.
Page 4 of 8
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(c) Except as set forth above, neither Leucadia, nor, to the best of its
knowledge, any of its executive officers or directors has effected any
transaction in any securities of the Company during the past 60 days.
(d) No person except for Leucadia 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,
securities covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships with
respect to any securities of the Company (i) between (a) Leucadia and, to the
best of its knowledge, any of the persons identified pursuant to Item 2 above
and (b) any other person, other than as disclosed herein and described in Item 4
above.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 8
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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.
Dated: November 29, 1999
LEUCADIA NATIONAL CORPORATION
/s/ Joseph A. Orlando
-----------------------------
BY: Joseph A. Orlando
Title: Vice President
Page 6 of 8
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SCHEDULE A
ADDITIONAL INFORMATION CONCERNING LEUCADIA
Directors and Executive Officers of Leucadia
- --------------------------------------------
Set forth below are the name, business address, present
principal occupation or employment of each director and executive officer of
Leucadia. To the knowledge of Leucadia, each person listed below is a United
States citizen. Unless otherwise indicated, the business address of each person
named below is c/o Leucadia National Corporation, 315 Park Avenue South, New
York, New York 10010.
For purposes of this schedule, Leucadia is referred to as
"(a)"
<TABLE>
<CAPTION>
Name and Business Address Director- Principal Occupation or
- ------------------------- ships Offices Employment
----- ------- ----------
<S> <C> <C> <C>
Ian M. Cumming (a) Chairman of the Board Chairman of the Board of (a)
Leucadia National of (a)
Corporation
529 E. South Temple
Salt Lake City
Joseph S. Steinberg (a) President of (a) President of (a)
Paul M. Dougan (a) -- President and Chief Executive
c/o Equity Oil Company Officer of Equity Oil Company (a
10 West 300 South company engaged in oil and gas
Salt Lake City, Utah exploration and production having
an office in Salt Lake City, Utah)
Lawrence D. Glaubinger (a) -- Chairman of the Board of Stern &
c/o Stern & Stern Stern Industries (a company
Industries, Inc. engaged in the manufacture and
708 Third Avenue sale of textiles); President of
New York, N.Y. Lawrence Economic Consulting Inc.,
a management consulting firm
James E. Jordan (a) -- Private investor
c/o The Jordan Company
9 West 57th St.
New York, N.Y. 10019
Page 7 of 8
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Name and Business Address Director- Principal Occupation or
- ------------------------- ships Offices Employment
----- ------- ----------
Jesse Clyde Nichols, III (a) -- President of Nichols Industries,
c/o Nichols Industries, Inc. (a holding company for
Inc. manufacturing subsidiaries)
5001 E. 59th St.
Kansas City, Mo. 64130
Thomas E. Mara Executive Vice President and Executive Vice President and
Treasurer of (a) Treasurer of (a)
Joseph A. Orlando -- Vice President and Chief Vice President and Chief Financial
Financial Officer of (a) Officer of (a)
Paul J. Borden -- Vice President of (a) Vice President of (a)
Mark Hornstein -- Vice President of (a) Vice President of (a)
Barbara L. Lowenthal -- Vice President and Vice President and Comptroller of
Comptroller of (a) (a)
</TABLE>
Page 8 of 8
