-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VbZrCJLoJV1hCXkhx4BIouJcwLA1+k93JeyF4JCud863kWDx+pxBEv+q/DBRp+g6 FSxXXK+THzxejGt/iHO6zA== 0000940180-98-000798.txt : 19980720 0000940180-98-000798.hdr.sgml : 19980720 ACCESSION NUMBER: 0000940180-98-000798 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19980717 SROS: NONE GROUP MEMBERS: UBS AG GROUP MEMBERS: UBS CAPITAL HOLDINGS LLC GROUP MEMBERS: UBS CAPITAL II INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES TELEPHONE COMPANY INC CENTRAL INDEX KEY: 0000819694 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 132626435 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39978 FILM NUMBER: 98668186 BUSINESS ADDRESS: STREET 1: 2300 NORTHWEST 89TH PL CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055939667 MAIL ADDRESS: STREET 1: 2300 NORTHWEST 89TH PLACE CITY: MIAMI STATE: FL ZIP: 33172 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UBS CAPITAL II INC CENTRAL INDEX KEY: 0001066156 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133699851 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 299 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 2128214329 MAIL ADDRESS: STREET 1: 299 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10171 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 )* PEOPLES TELEPHONE COMPANY, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 712574 10 2 (FOR COMMON STOCK ISSUED UPON CONVERSION) (CUSIP Number) JUSTIN S. MACCARONE PRESIDENT UBS CAPITAL II LLC 299 PARK AVENUE NEW YORK, NEW YORK 10171 (212) 821-6390 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: NANCY E. FUCHS, ESQ. KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP 425 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 836-8000 JULY 5, 1998 (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 that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See (S) 13d-7(b) for other parties to whom copies are to be sent. Page 1 of 30 pages. *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 2 of 30 pages. SCHEDULE 13D CUSIP NO. 712574 10 2 (FOR PAGE 3 OF 30 PAGES COMMON STOCK ISSUED UPON CONVERSION) 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UBS Capital II LLC 13-3699851 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)[_] (b)[_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY UBS Capital II LLC owns 150,000 shares of Series C Cumulative OWNED BY Convertible Preferred Stock (convertible into 2,857,143 EACH shares of Common Stock). REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER UBS Capital II LLC owns 150,000 shares of Series C Cumulative Convertible Preferred Stock (convertible into 2,857,143 shares of Common Stock). 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON UBS Capital II LLC owns 150,000 shares of Series C Cumulative Convertible Preferred Stock (convertible into 2,857,143 shares of Common Stock) and beneficially owns options to purchase 70,000 shares of Common Stock. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) UBS Capital II LLC owns 100% of Series C Cumulative Convertible Preferred Stock (convertible into 15.0% of Common Stock of Issuer as of June 29, 1998) and beneficially owns options to purchase 70,000 shares of Common Stock representing an aggregate 15.4% of the Common Stock of the Issuer as of June 29, 1998. 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO Page 3 of 30 pages. SCHEDULE 13D CUSIP NO. 712574 10 2 (FOR PAGE 4 OF 30 PAGES COMMON STOCK ISSUED UPON CONVERSION) 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UBS Capital Holdings LLC 13-3952898 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)[_] (b)[_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON UBS Capital II LLC owns 150,000 shares of Series C Cumulative Convertible Preferred Stock (convertible into 2,857,143 shares of Common Stock ) and beneficially owns options to purchase 70,000 shares of Common Stock; UBS Capital Holding LLC, by virtue of the fact that it owns 100% of UBS Capital II LLC, beneficially owns all such shares. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) UBS Capital II LLC owns 100% of Series C Cumulative Convertible Preferred Stock (convertible into 15.0% of Common Stock of Issuer as of June 29, 1998) and beneficially owns options to purchase 70,000 shares of Common Stock representing an aggregate 15.4% of the Common Stock of the Issuer as of June 29, 1998; UBS Capital Holdings LLC beneficially owns all such stock owned by UBS Capital II LLC. 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO Page 4 of 30 pages. SCHEDULE 13D CUSIP NO. 712574 10 2 (FOR PAGE 5 OF 30 PAGES COMMON STOCK ISSUED UPON CONVERSION) 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UBS AG 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)[_] (b)[_] 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY UBS AG holds 3,750 shares of Common Stock for its customers, OWNED BY of which it has voting power for 2,750 shares. EACH REPORTING PERSON 8 SHARED VOTING POWER WITH -0- 9 SOLE DISPOSITIVE POWER UBS AG holds 3,750 shares of Common Stock for its customers, of which it has dispositive power for 750 shares. 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON UBS Capital II LLC owns 150,000 shares of Series C Cumulative Convertible Preferred Stock (convertible into 2,857,143 shares of Common Stock ) and beneficially owns options to purchase 70,000 shares of Common Stock; UBS Capital Holding LLC, by virtue of the fact that it owns 100% of UBS Capital II LLC, beneficially owns all such shares. UBS AG, by virtue of the fact that it owns 100% of UBS Capital Holding LLC, beneficially owns all such shares, and in addition UBS AG holds 3,750 shares of Common Stock for its customers, of which it has both voting and dispositive power for 750 shares and only voting power for 2000 shares. Page 5 of 30 pages. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) UBS Capital II LLC owns 100% of Series C Cumulative Convertible Preferred Stock (convertible into 15.0% of Common Stock of Issuer as of June 29, 1998) and beneficially owns options to purchase 70,000 shares of Common Stock; UBS Capital Holdings LLC beneficially owns all such stock owned by UBS Capital II LLC; UBS AG beneficially owns all such stock owned by UBS Capital Holdings LLC plus beneficially owns an additional 2,700 shares of Common Stock of the Issuer representing an aggregate 15.4% of the Common Stock of the Issuer as of June 29, 1998. 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO Page 6 of 30 pages. This Amendment No. 1 amends and restates in its entirety the Statement on Schedule 13D ("Schedule 13D") initially filed on July 28, 1995 with the Securities and Exchange Commission, by UBS Partners, Inc. ITEM 1. SECURITY AND ISSUER ------------------- This Statement relates to shares of Common Stock ("Common Stock") of Peoples Telephone Company, Inc., a New York corporation. Most of the Common Stock that this Statement relates is pursuant to the beneficial ownership by UBS of shares of Series C Cumulative Convertible Preferred Stock, par value $.01 per share (the "Preferred Stock") which are convertible into shares of Common Stock of the Company, and certain related contingent warrants to purchase common stock (the "Contingent Warrants") The address of the Company's principal executive office is: 2300 N.W. 89th Place, Miami, Florida 33172. ITEM 2. IDENTITY AND BACKGROUND ----------------------- (a) This Statement constitutes the filing on Schedule 13D by UBS Capital II LLC, a Delaware limited liability company (formerly UBS Partners, Inc.) ("UBS"), with respect to the Securities Purchase Agreement (the "Purchase Agreement", a copy of which is incorporated by reference to Exhibit I to Schedule 13D filed on July 28, 1995 by UBS Partners, Inc. relating to securities issued by Peoples Telephone Company, Inc.) dated as of July 3, 1995 among the Company, UBS Capital Corporation, a New York corporation and affiliate of UBS ("UBS Capital"), and Appian Capital Partners, L.L.C., a Delaware limited liability company ("Appian"), pursuant to which, subject to certain terms and conditions, the Company agreed to issue and sell to UBS Capital or its designee, and UBS Capital agreed to purchase, or cause a designee to purchase, 150,000 shares of Preferred Stock and the Contingent Warrants. Pursuant to a letter agreement (the "Assignment", a copy of which is incorporated by reference to Exhibit II to Schedule 13D filed on July 28, 1995 by UBS Partners, Inc. relating to securities issued by Peoples Telephone Company, Inc.) dated as of July 18, 1995 among the Company, UBS, UBS Capital and Appian, UBS Capital assigned to UBS all of its rights under the Purchase Agreement (pursuant to Section 9.3 thereof), including, without limitation, the right to purchase the Preferred Stock and Contingent Warrants upon the closing of the transactions contemplated by the Purchase Agreement on the terms specified therein, and UBS Capital delegated to UBS and UBS agreed to assume all of UBS Capital's obligations under the Purchase Agreement, subject to the terms and conditions set forth therein. On July 19, 1995, UBS purchased 150,000 shares of Preferred Stock and the Contingent Warrants pursuant to the Purchase Agreement and the Assignment. This Statement also relates to a Corporate Governance, Liquidity and Voting Agreement (the "Voting Agreement"), dated as of July 5, 1998, by and among UBS, Davel Communications Group, Inc. ("Davel"), Davel Holdings, Inc. ("Davel Holdings"), and the Page 7 of 30 pages. Company. Pursuant to such Voting Agreement and in connection with an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of July 5, 1998, between Davel Holdings, Davel and the Company, the parties to the Voting Agreement agreed that not later than immediately prior to the effective time of the merger contemplated by the Merger Agreement, UBS will convert all of its 150,000 shares of Preferred Stock into 2,857,143 shares of Common Stock. In the merger, such shares would be converted into shares of common stock of the surviving entity. In addition, UBS will be entitled to receive additional shares of common stock of the surviving entity in respect of accrued and unpaid dividends on the Preferred Stock and the agreed-upon future fair value of the Preferred Stock should they have remained outstanding after the effective time of the merger. UBS has also been granted registration rights with respect to the shares of common stock it will receive in the surviving entity. In addition, UBS agrees to vote all of the Preferred Stock in favor of the approval of the merger contemplated by the Merger Agreement and any actions required in furtherance thereof. A copy of the Voting Agreement is incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 15, 1998 by Peoples Telephone Company, Inc. This Statement also relates to a 1993 Non-Employee Director Stock Option Plan of the Company (the "Option Plan") (a copy of which is incorporated by reference to pages A-1 through A-4 of the 1993 Proxy Statement of Peoples Telephone Company Inc.). Pursuant thereto, each non-employee director of the Company receives an option to purchase 10,000 shares of Common Stock annually (the "Options"). Directors of the Company that were appointed by UBS have an option to purchase an aggregate of 70,000 shares of Common Stock. Annually, each such director, upon receipt of such Options, has executed an agreement to transfer to UBS the economic interest in the Options granted to him. Each such director further agreed to hold the options for the benefit of UBS and to exercise the rights under the Options only for the benefit of and at the request of UBS. (A copy of such agreements are attached hereto as Exhibits 5 through 11). A list of the members, directors and executive officers of UBS appears on Appendix 1. UBS is a wholly-owned subsidiary of Holdings, a Delaware limited liability company ("Holdings"). Holdings is a wholly-owned subsidiary of UBS AG, a Swiss banking corporation ("UBS AG"). UBS AG is principally engaged in the general banking business and Holdings is a holding company. A list of the members, directors and executive officers of Holdings and UBS AG appears on Appendix 1. (b) The address of the principal business office of UBS, Holdings and UBS AG are as follows: Reporting Person Address ---------------- ------- UBS Capital II LLC 299 Park Avenue Page 8 of 30 pages. New York, New York 10171 UBS Capital Holdings LLC 299 Park Avenue New York, New York 10171 UBS AG Bahnhofstrasse 45 8021 Zurich The address of each of the directors and executive officers of each of UBS, Holdings and UBS AG are set forth on Appendix 1. (c) The present principal occupation or employment of each of the members, directors and executive officers of each of UBS, Holdings and UBS AG are set forth on Appendix 1. (d) During the past five years, neither UBS, Holdings nor UBS AG nor, to the knowledge of UBS, Holdings or UBS AG, any of the members, executive officers or directors of UBS, Holdings or UBS AG, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the past five years, neither UBS, Holdings nor UBS AG nor, to the knowledge of UBS, Holdings or UBS AG, any of the members, executive officers or directors of UBS, Holdings or UBS AG, has been 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 and state securities laws or finding any violation with respect to such laws. (f) Each of UBS and Holdings is a Delaware limited liability company. To the knowledge of UBS, Holdings and UBS AG, each member, executive officer and director of UBS and Holdings is a citizen of the United States. UBS AG is a corporation formed under the laws of Switzerland. To the knowledge of UBS, Holdings and UBS AG, none of the executive officers and directors of UBS AG, except Gary Brinson, a member of the group executive board of UBS AG, are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS -------------------------- Pursuant to the Purchase Agreement and the Assignment, on July 19, 1995 UBS paid to the Company $15,000,000 as sole consideration for the purchase of the 150,000 shares of Preferred Stock and the Contingent Warrants. UBS obtained funds for such purpose from UBS Finance (Delaware) Inc., a subsidiary of UBS Inc. The shares of Common Stock held by UBS AG were acquired on behalf of its customers and are not owned by UBS AG. Page 9 of 30 pages. ITEM 4. PURPOSE OF TRANSACTION ---------------------- UBS purchased 150,000 shares of Preferred Stock and the Contingent Warrants for investment purposes and beneficially owns options to purchase 70,000 shares of Common Stock. UBS AG holds 3,750 shares of Common Stock of the Company on behalf of its customers. (a) UBS has no current plans to acquire additional securities of the Company but possesses preemptive rights to acquire additional securities, as well as registration rights. See Exhibit I incorporated by reference to Schedule 13D filed on July 28, 1995 relating to securities issued by Peoples Telephone Company, Inc. In connection with the Option Plan, each director of the Company annually receives an option to purchase 10,000 Shares of Common Stock. Any such director that is an employee of UBS will transfer such interest to UBS. (b) The Company has entered into a Merger Agreement and pursuant thereto, a newly formed subsidiary of Davel or Davel Holdings will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Davel or Davel Holdings. Pursuant to the Voting Agreement, UBS has agreed to vote for the approval of such merger. See Exhibit 10.1 to Form 8- K filed on July 15, 1998 by Peoples Telephone Company, Inc. (c) Not applicable. (d) UBS has the ability to elect up to two of the six directors of the Company's Board of Directors. (e) Not applicable. (f) See Item 4(b). (g) Pursuant to the Purchase Agreement, UBS has agreed, subject to certain conditions, to a limitation on the amount of additional Company voting securities it may acquire. (h) Not applicable. (i) Not applicable. (j) Not applicable. Page 10 of 30 pages. ITEM 5. INTEREST IN SECURITIES OF ISSUER -------------------------------- (a) UBS is the beneficial owner of 150,000 shares of Preferred Stock, which is convertible into an aggregate of 2,857,143 shares of the Company's Common Stock, or approximately 15.0% of the issued and outstanding shares of Common Stock of the Company as of June 29, 1998. The Contingent Warrants are not exercisable and will become exercisable if and only if, and then only to the extent that, shares of Preferred Stock are redeemed at the option of the Company. If and to the extent that the Preferred Stock is so redeemed, the Contingent Warrants become exercisable to purchase the number of shares of the Company's Common Stock into which such redeemed shares of Preferred Stock were convertible immediately prior to such redemption. UBS is also the beneficial owner of options to purchase 70,000 shares of Common Stock of the Company. By virtue of the fact that Holdings owns 100% of UBS, Holdings is the beneficial owner of all such stock. By virtue of the fact that UBS AG owns 100% of Holdings, UBS AG is the beneficial owner of all such stock. In addition, UBS AG holds 3,750 shares of Common Stock of the Company, of which 2,750 is beneficially owned by UBS AG by virtue of the fact that UBS AG has voting or dispositive power over such Common Stock. UBS and Holdings disclaim beneficial ownership of any equity securities of the Company other than indirect beneficial ownership of such 150,000 shares of Preferred Stock, the Contingent Warrants and the Options through UBS. UBS AG disclaims beneficial ownership of any equity securities of the Company other than (i) indirect beneficial ownership of such 150,000 shares of Preferred Stock, the Contingent Warrants and the Options through UBS and (ii) indirect beneficial ownership of 2,750 shares of Common Stock of the Company held on behalf of its customers of which UBS has either voting or dispositive power. (b) UBS has the sole power to vote the 150,000 shares of Preferred Stock under the circumstances described in the Certificate of Amendment (a form of which is attached to the Purchase Agreement as Exhibit A thereto). The Contingent Warrants are not accorded any voting rights. UBS AG has indirect beneficial ownership of 2,750 shares of Common Stock of the Company held on behalf of its customers (2,000 shares of which UBS AG has direct voting power and 750 of which UBS AG has both voting and dispositive power). UBS has the power to exercise the Options. (c) None. (d) Not Applicable. (e) Not Applicable. Page 11 of 30 pages. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER --------------------------- To the knowledge of UBS, Holdings and UBS AG, on the date hereof, except as set forth herein or in the Exhibits filed herewith or incorporated by reference, neither UBS, Holdings nor UBS AG nor any of the members, directors or executive officers of UBS, Holdings or UBS AG has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities of the Company, finder's fee, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or losses or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS --------------------------------- Exhibit 1 Information relating to the members of the Board of Managers, Directors, and Executive Officers of UBS Capital II LLC, UBS Capital Holdings LLC and UBS AG. Exhibit 2 Securities Purchase Agreement dated as of July 3, 1995 among Peoples Telephone Company, Inc., UBS Capital Corporation and Appian Capital Partners, L.L.C., including Schedules and Exhibits thereto. (incorporated by reference to Exhibit I filed with the Schedule 13D filed on July 28, 1995) Exhibit 3 Letter agreement dated as of July 18, 1995, among Peoples Telephone Company, Inc., UBS Partners, Inc., UBS Capital Corporation and Appian Capital Partners, L.L.C. (incorporated by reference to Exhibit II filed with the Schedule 13D filed on July 28, 1995) Exhibit 4 Corporate Governance, Liquidity and Voting Agreement dated July 5, 1998 by and among UBS Capital II LLC, Davel Communications Group, Inc., Davel Holdings, Inc. and Peoples Telephone Company, Inc. (incorporated by reference to Exhibit 10.1 filed with Form 8-K of Peoples Telephone Company, Inc. filed on July 15, 1998) Exhibit 5 Agreement dated August 25, 1995, by and among UBS Partners Inc. and Charles J. Delaney. Exhibit 6 Agreement dated August 27, 1996, by and among UBS Partners Inc. and Charles J. Delaney. Page 12 of 30 pages. Exhibit 7 Agreement dated August 27, 1996, by and among UBS Partners Inc. and Justin Maccarone. Exhibit 8 Agreement dated July 14, 1997, by and among UBS Partners LLC and Charles J. Delaney. Exhibit 9 Agreement dated July 14, 1997, by and among UBS Partners LLC and Justin Maccarone. Exhibit 10 Agreement dated June 16, 1998, by and among UBS Capital II LLC and Charles J. Delaney. Exhibit 11 Agreement dated June 16, 1998, by and among UBS Capital II LLC and Justin Maccarone. Exhibit 12 Joint Filing Agreement dated July 16, 1998, by and among UBS Capital II LLC, UBS Capital Holdings LLC and UBS AG. Exhibit 13 Power of Attorney by UBS AG dated May 26, 1998, authorizing Robert C. Dinerstein, Louis Eber, Janet Zimmer, Robert Mills, Stephen Anikewich, Joan Hoffman, Thomas R. Toothaker and Stuart Sindell. Page 13 of 30 pages. Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. UBS CAPITAL II LLC By: /s/ Justin Maccarone ----------------------------- Name: Justin Maccarone Title: President By: /s/ Marc Unger ----------------------------- Name: Marc Unger Title: Chief Financial Officer Page 14 of 30 pages. Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. UBS CAPITAL HOLDINGS LLC By: /s/ Marc Unger ----------------------------- Name: Marc Unger Title: Chief Financial Officer By: /s/ Sandra Costin ----------------------------- Name: Sandra Costin Title: Assistant Secretary Page 15 of 30 pages. Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. UBS AG By: /s/ Robert Dinerstein ----------------------------- Name: Robert Dinerstein Title: Attorney-In-Fact By: /s/ Lewis R. Eber ----------------------------- Name: Lewis R. Eber Title: Attorney-In-Fact Page 16 of 30 pages. EX-99.1 2 INFORMATION RELATING TO THE MEMBERS OF BOARD EXHIBIT 1 UBS CAPITAL II LLC The names and titles of the members of the board of managers and executive officers of UBS Capital II LLC and their business addresses and principal occupations are set forth below. The business addresses of the each of the following are at UBS Capital II LLC, 299 Park Avenue, New York, New York 10171. Justin S. Maccarone President - --------------------------------------------------------------- George Duarte Partner - --------------------------------------------------------------- Michael Greene Partner and Member of Board of Managers - --------------------------------------------------------------- Charles Delaney Partner - --------------------------------------------------------------- Robert C. Dinerstein VP, Secretary and Member of Board of Managers - --------------------------------------------------------------- James Breckenridge Principal - --------------------------------------------------------------- Marc Unger Principal, Chief Financial Officer and Member of Board of Managers - --------------------------------------------------------------- Hyunja Laskin Principal - --------------------------------------------------------------- Charles W. Moore Principal - --------------------------------------------------------------- Sandra Costin Assistant Secretary - --------------------------------------------------------------- Patricia Long Assistant Secretary - --------------------------------------------------------------- Page 17 of 30 pages. UBS CAPITAL HOLDINGS LLC The names and titles of the members of the board of managers and executive officers of UBS Capital Holdings LLC and their business addresses and principal occupations are set forth below. The business addresses of the each of the following are at UBS Capital Holdings LLC, 299 Park Avenue, New York, New York 10171. Michael Greene President and Member of Board of Managers - ------------------------------------------------------------------ Robert C. Dinerstein Managing Director, Secretary and Member of Board of Managers - ------------------------------------------------------------------ Marc Unger Chief Financial Officer, Treasurer and Member of Board of Managers - ------------------------------------------------------------------ Sandra Costin Assistant Secretary - ------------------------------------------------------------------ Patricia Long Assistant Secretary - ------------------------------------------------------------------ Page 18 of 30 pages. UBS AG The names and titles of the members of the Group Executive Board, directors and executive officers of UBS AG and their business addresses and principal occupations are set forth below. DIRECTORS Name of Director Nationality Address - ---------------- ----------- ------- - ------------------------------------------------------------------- Mathis Cabiallavetta Swiss UBS AG Bahnhofstrasse 45 8021 Zurich - ------------------------------------------------------------------- Alberto Togni Swiss UBS AG Aeschenplatz 6 4002 Basle - ------------------------------------------------------------------- Alex Krauer Swiss Novaris AG Schwarzwaldallee 215 P.O. Box 4002 Basle - ------------------------------------------------------------------- Markus Kundig Swiss P.O. Box 4463 6304 Zug - ------------------------------------------------------------------- Peter Bockli Swiss Bockli Thomann & Parmer St. Jakobs-Strasse 41 P.O. Box 2342 4002 Basle - ------------------------------------------------------------------- Rolf Arthur Meyer Swiss Ciba Spezialitatenchemise AG P.O. Box 4002 Basle - ------------------------------------------------------------------- Hans Peter Ming Swiss Sika Finanz AG Zugerstrasse 50 6341 Baar - ------------------------------------------------------------------- Andreas Peter Reinhart Swiss Gebruder Volkart Holding AG P.O. Box 343 8401 Winterthur - ------------------------------------------------------------------- Georges P. Schorderet Swiss SAir Group 8058 Zurich-Airport - ------------------------------------------------------------------- Page 19 of 30 pages. Name of Director Nationality Address - ---------------- ----------- ------- - ------------------------------------------------------------------- Manfred Zobl Swiss Swiss Life/Rentenanstalz P.O. Box 8022 Zurich - ------------------------------------------------------------------- That the names, nationalities and addresses of other responsible persons of the Company are as follows: Position in the Company/Name Nationality Address - ---------------------------- ----------- ------- - ---------------------------------------------------------------------- Chairman of the Board: - ---------------------------------------------------------------------- Mathis Cabiallavetta Swiss UBS AG Bahnhofstrasse 45 8021 Zurich - ---------------------------------------------------------------------- Vice Chairmen: - ---------------------------------------------------------------------- Alberto Togni Swiss UBS AG Aeschenplatz 6 4002 Basle - ---------------------------------------------------------------------- Alex Krauer Swiss Novartis AG Schwarzwaldallee 215 P.O. Box 4002 Basle - ---------------------------------------------------------------------- Markus Kundig Swiss P.O. Box 4463 6304 Zug - ---------------------------------------------------------------------- Chief Executive Officer: - ---------------------------------------------------------------------- Marcel Ospel Swiss UBS AG Aeschenplatz 6 4002 Basle - ---------------------------------------------------------------------- Members of the Group Executive Board: - ---------------------------------------------------------------------- Page 20 of 30 pages. Position in the Company/Name Nationality Address - ---------------------------- ----------- ------- - ---------------------------------------------------------------------- Johannes De Gier Dutch Warburg Dillon Reed 1, Finsbury Avenue London EC2M 2PP - ---------------------------------------------------------------------- Stephan Haeringer Swiss UBS AG Bahnhofstrasse 45 8021 Zurich - ---------------------------------------------------------------------- Gary Brinson American Brinson 209 South La Salle Street Chicago, IL 60604-1295 - ---------------------------------------------------------------------- Rodolfo Bogni Italian UBS AG Aeschenplatz 6 4002 Basle - ---------------------------------------------------------------------- Felix Fischer Swiss UBS AG Bahnhofstrasse 45 8021 Zurich - ---------------------------------------------------------------------- Peter De Weck Swiss UBS AG Bahnhofstrasse 45 8021 Zurich - ---------------------------------------------------------------------- Peter Wuffli Swiss UBS AG Aeschenplatz 6 4002 Basle - ---------------------------------------------------------------------- Corporate Secretary: - ---------------------------------------------------------------------- Gertrud Erismann Swiss UBS AG Bahnhofstrasse 45 8021 Zurich - ---------------------------------------------------------------------- Treasurer: - ---------------------------------------------------------------------- Peter Wuffli Swiss UBS AG Aeschenplatz 6 4002 Basle - ---------------------------------------------------------------------- Page 21 of 30 pages. EX-99.5 3 AGREEMENT DATED AUGUST 25, 1995 EXHIBIT 5 AGREEMENT AGREEMENT dated as of August 25, 1995, by and Among UBS Partners Inc. ("Partners") and Charles J. Delaney ("Delaney"). WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the "Company") and has received options (the "Options") to purchase 10,000 shares of Company common stock under the 1993 non-Employee Director Stock Option Plan; and WHEREAS, Delaney wishes to transfer to Partners the economic interest in the Option in accordance with the terms hereof; NOW, THEREFORE, the parties hereto hereby agree as follows: In consideration of the sum of one dollar and other good and valuable consideration paid to Delaney, Delaney hereby (1) transfer to Partners any economic interest they may have in the Options, (2) agree to hold the Options for the benefit of Partners, and (3) agree to exercise their rights under the Options only for the benefit of and at the request of Partners. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. UBS Partners Inc. By:/S/ MICHAEL GREENE ---------------------- By:/S/ JUSTIN MACCARONE -------------------- /S/ CHARLES J. DELANEY ---------------------- Charles J. Delaney Page 22 of 30 pages. EX-99.6 4 AGREEMENT DATED AUGUST 27, 1996 (CHARLES DELANEY) EXHIBIT 6 AGREEMENT AGREEMENT dated as of August 27, 1996, by and Among UBS Partners Inc. ("Partners") and Charles J. Delaney ("Delaney"). WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the "Company") and has received options (the "Options") to purchase 10,000 shares of Company common stock under the 1993 non-Employee Director Stock Option Plan; and WHEREAS, Delaney wishes to transfer to Partners the economic interest in the Option in accordance with the terms hereof; NOW, THEREFORE, the parties hereto hereby agree as follows: In consideration of the sum of one dollar and other good and valuable consideration paid to Delaney, Delaney hereby (1) transfer to Partners any economic interest they may have in the Options, (2) agree to hold the Options for the benefit of Partners, and (3) agree to exercise their rights under the Options only for the benefit of and at the request of Partners. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. UBS Partners Inc. By:/S/ JUSTIN MACCARONE -------------------- By:/S/ MICHAEL GREENE ----------------------- /S/ CHARLES J. DELANEY -------------------------- Charles J. Delaney Page 23 of 30 pages. EX-99.7 5 AGREEMENT DATED AUGUST 27, 1996 (JUSTIN MACCARONE) EXHIBIT 7 AGREEMENT AGREEMENT dated as of August 27, 1996, by and Among UBS Partners Inc. ("Partners") and Justin Maccarone ("Maccarone"). WHEREAS, Maccarone is a director of Peoples Telephone Company, Inc. (the "Company") and has received options (the "Options") to purchase 10,000 shares of Company common stock under the 1993 non-Employee Director Stock Option Plan; and WHEREAS, Maccarone wishes to transfer to Partners the economic interest in the Option in accordance with the terms hereof; NOW, THEREFORE, the parties hereto hereby agree as follows: In consideration of the sum of one dollar and other good and valuable consideration paid to Maccarone, Maccarone hereby (1) transfer to Partners any economic interest they may have in the Options, (2) agree to hold the Options for the benefit of Partners, and (3) agree to exercise their rights under the Options only for the benefit of and at the request of Partners. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. UBS Partners Inc. By:/S/ MARC UNGER ----------------------- By:/S/ MICHAEL GREENE ------------------- /S/ JUSTIN MACCARONE ---------------------- Justin Maccarone Page 24 of 30 pages. EX-99.8 6 AGREEMENT DATED JULY 14, 1997 (CHARLES DELANEY) EXHIBIT 8 AGREEMENT AGREEMENT dated as of July 14, 1997, by and Among UBS Partners LLC ("Partners") and Charles J. Delaney ("Delaney"). WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the "Company") and has received options (the "Options") to purchase 10,000 shares of Company common stock under the 1993 non-Employee Director Stock Option Plan; and WHEREAS, Delaney wishes to transfer to Partners the economic interest in the Option in accordance with the terms hereof; NOW, THEREFORE, the parties hereto hereby agree as follows: In consideration of the sum of one dollar and other good and valuable consideration paid to Delaney, Delaney hereby (1) transfer to Partners any economic interest they may have in the Options, (2) agree to hold the Options for the benefit of Partners, and (3) agree to exercise their rights under the Options only for the benefit of and at the request of Partners. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. UBS PARTNERS LLC By:/S/ MARC UNGER ----------------------- By:/S/ MICHAEL GREENE ------------------- /S/ CHARLES J. DELANEY ---------------------- Charles J. Delaney Page 25 of 30 pages. EX-99.9 7 AGREEMENT DATED JULY 14, 1997 (JUSTIN MACCARONE) EXHIBIT 9 AGREEMENT AGREEMENT dated as of July 14, 1997, by and Among UBS Partners LLC ("Partners") and Justin S. Maccarone ("Maccarone"). WHEREAS, Maccarone is a director of Peoples Telephone Company, Inc. (the "Company") and has received options (the "Options") to purchase 10,000 shares of Company common stock under the 1993 non-Employee Director Stock Option Plan; and WHEREAS, Maccarone wishes to transfer to Partners the economic interest in the Option in accordance with the terms hereof; NOW, THEREFORE, the parties hereto hereby agree as follows: In consideration of the sum of one dollar and other good and valuable consideration paid to Maccarone, Maccarone hereby (1) transfer to Partners any economic interest they may have in the Options, (2) agree to hold the Options for the benefit of Partners, and (3) agree to exercise their rights under the Options only for the benefit of and at the request of Partners. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. UBS Partners LLC By:/S/ MARC UNGER ----------------------- By:/S/ MICHAEL GREENE ------------------- /S/ JUSTIN MACCARONE ---------------------- Justin S. Maccarone Page 26 of 30 pages. EX-99.10 8 AGREEMENT DATED JUNE 16, 1998 (CHARLES DELANEY) EXHIBIT 10 AGREEMENT AGREEMENT dated as of June 16, 1998, by and Among UBS Capital II LLC ("Capital II") and Charles J. Delaney ("Delaney"). WHEREAS, Delaney is a director of Peoples Telephone Company, Inc. (the "Company") and has received options (the "Options") to purchase 10,000 shares of Company common stock under the 1993 non-Employee Director Stock Option Plan; and WHEREAS, Delaney wishes to transfer to Capital II the economic interest in the Option in accordance with the terms hereof; NOW, THEREFORE, the parties hereto hereby agree as follows: In consideration of the sum of one dollar and other good and valuable consideration paid to Delaney, Delaney hereby (1) transfer to Capital II any economic interest they may have in the Options, (2) agree to hold the Options for the benefit of Capital II, and (3) agree to exercise their rights under the Options only for the benefit of and at the request of Capital II. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. UBS CAPITAL II LLC By:/S/ MARC UNGER ----------------------- By:/S/ MICHAEL GREENE ------------------- /S/ CHARLES J. DELANEY ---------------------- Charles J. Delaney Page 27 of 30 pages. EX-99.11 9 AGREEMENT DATED JUNE 16, 1998 (JUSTIN MACCARONE) EXHIBIT 11 AGREEMENT AGREEMENT dated as of June 16, 1998, by and Among UBS Capital II LLC ("Capital II") and Justin S. Maccarone ("Maccarone"). WHEREAS, Maccarone is a director of Peoples Telephone Company, Inc. (the "Company") and has received options (the "Options") to purchase 10,000 shares of Company common stock under the 1993 non-Employee Director Stock Option Plan; and WHEREAS, Maccarone wishes to transfer to Capital II the economic interest in the Option in accordance with the terms hereof; NOW, THEREFORE, the parties hereto hereby agree as follows: In consideration of the sum of one dollar and other good and valuable consideration paid to Maccarone, Maccarone hereby (1) transfer to Capital II any economic interest they may have in the Options, (2) agree to hold the Options for the benefit of Capital II, and (3) agree to exercise their rights under the Options only for the benefit of and at the request of Capital II. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. UBS Capital II LLC By:/S/ MARC UNGER ----------------------- By:/S/ MICHAEL GREENE ------------------- /S/ JUSTIN MACCARONE ---------------------- Justin S. Maccarone Page 28 of 30 pages. EX-99.12 10 JOINT FILING AGREEMENT EXHIBIT 12 JOINT FILING AGREEMENT The undersigned hereby agree to file jointly Amendment No. 1 to the Statement on Schedule 13D (the "Schedule") relating to the Common Stock of Peoples Telephone Company, Inc. and any further amendments thereto which may be deemed necessary pursuant to Regulation 13D or G promulgated under Section 13 of the Securities Exchange Act of 1934, as amended. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to this Statement, filed upon behalf of each of the parties hereto. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument. IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of July 16, 1998. UBS CAPITAL II LLC By: /s/ Justin Maccarone ----------------------------- Name: Justin Maccarone Title: President By: /s/ Marc Unger ----------------------------- Name: Marc Unger Title: Chief Financial Officer UBS CAPITAL HOLDINGS LLC By: /s/ Marc Unger ----------------------------- Name: Marc Unger Title: Chief Financial Officer By: /s/ Sandra Costin ----------------------------- Name: Sandra Costin Title: Assistant Secretary UBS AG By: /s/ Robert Dinerstein ----------------------------- Name: Robert Dinerstein Title: Attorney-In-Fact By: /s/ Lewis R. Eber ----------------------------- Name: Lewis R. Eber Title: Attorney-In-Fact Page 29 of 30 pages. EX-99.13 11 POWER OF ATTORNEY BY UBS AG EXHIBIT 13 [LETTERHEAD OF UBS] POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that UBS AG constitutes and appoints Robert C. Dinerstein, Louis Eber, Janet Zimmer, Robert Mills, Stephen Anikewich, Joan Hoffman, Thomas R. Toothaker and Stuart Sindell and each of them, its true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for it in its name, place and stead, in any and all capacities, acting individually, to sign any and all documents (i) in connection with or necessary for the consummation of the transactions contemplated by the Merger Agreement dated December 5/6, 1997, among Union Bank of Switzerland, Swiss Bank Corporation and UBS AG, or (ii) in connection with or necessary for the consummation of an related reorganization, merger or change of ownership of present or future subsidiaries of UBS AG, granting said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as UBS AG might do directly, hereby ratifying and confirming all that said attorneys-in-fact or any of them may lawfully do or cause to be done by virtue hereof. This power of attorney will expire six months from the date hereof, unless revoked earlier. Date: May 26, 1998 UBS AG By: /s/ Bernard Schmid --------------------- Dr. Bernhard Schmid Legal Counsel By: /s/ Ursula Suter --------------------- Ursula Suter Legal Counsel Page 30 of 30 pages. -----END PRIVACY-ENHANCED MESSAGE-----