-----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, N0/xF/M9pQ1oMMKxiqaMozNT1wj6Op82oUG639KscMKungbhrAHV+dPo/p7YvCrs ex10izY0RcxPfkQ1eAQ8cw== 0000950170-96-000100.txt : 19960404 0000950170-96-000100.hdr.sgml : 19960404 ACCESSION NUMBER: 0000950170-96-000100 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960403 SROS: NASD FILER: 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-16479 FILM NUMBER: 96544172 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 10-K405/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 Commission File Number: 0-16479 PEOPLES TELEPHONE COMPANY, INC. (Exact Name of registrant as specified in its charter) NEW YORK 13-2626435 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) I.D. No.) 2300 NORTHWEST 89TH PLACE, MIAMI, FLORIDA 33172 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (305) 593-9667 Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, $.01 PAR VALUE (TITLE OF CLASS) Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No PART IV Item 14 of the Form 10-K of Peoples Telephone Company, Inc., (the "Company") for the year ended December 31, 1995 is amended in its entirety to read as follows. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed with, and as a part of, this Annual Report on Form 10-K. 1. FINANCIAL STATEMENTS. For a complete list of the Financial Statements filed with this Annual Report on Form 10-K, see the Index to Financial Statements and Schedules on Page 33. 2. FINANCIAL STATEMENT SCHEDULES. The following Supplementary Schedules are filed with this Annual Report on Form 10-K: See Index to Financial Statements and Schedules on Page 33. 3. EXHIBITS. (i) See Exhibit Index on Page 4-7 of this 10-K/A No. 1. (b) Reports on Form 8-K. (1) A Current Report on Form 8-K dated November 13, 1995 relating to Items 2 and 7. (2) A Current Report on Form 8-K dated November 29, 1995 relating to Item 5. (3) A Current Report on Form 8-K dated December 15, 1995 relating to Item 4 as amended by the 8-K/A No. 1 thereto. (4) A Current Report on Form 8-K dated December 31, 1995 relating to Item 5. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PEOPLES TELEPHONE COMPANY, INC. Date: April 3, 1996 /S/ BONNIE S. BIUMI -------------------------- BONNIE S. BIUMI Executive Vice President, Chief Financial Officer 3 EXHIBIT INDEX I. EXHIBITS 3.1 Amended and Restated Certificate of Incorporation adopted on November 30, 1987 (incorporated herein by reference from the Registration Statement on Form 10, No. 0- 16479, filed with the Securities and Exchange Commission (the "SEC") (the "Registration Statement"). 3.2 Restated Bylaws adopted on November 30, 1987 (incorporated herein by reference from the Registration Statement). (File No. 0-16479) 3.3 Amendments to Certificate of Incorporation adopted on March 8, 1990 and March 15, 1990, respectively (incorporated herein by reference from the Annual Report on Form 10-K for the year ended December 31, 1989). (File No. 0-16479). 3.4 Amendment to Certificate of Incorporation adopted on June 29, 1990 (incorporated herein by reference from the Annual Report on Form 10-K for the year ended December 31, 1990). (File No. 0-16479). 3.5 Certificate of Amendment to Certificate of Incorporation filed on July 18, 1995 authorizing the Preferred Stock (incorporated herein by reference to Form 8-K dated July 19, 1995.) (File No. 0-16479) 4.1 Form of Second Amended and Restated Warrant Agreement dated as of February 17, 1994 between the Company and Creditanstalt American Corporation (incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended 1994). (File No. 0-16479) 4.2 Exchange Agreement, dated as of May 3, 1995, by and between the Company and Creditanstalt Corporate Finance, Inc. (incorporated here by reference to Form 8-K dated July 19, 1995.) (File No. 0-16479) 4.3 Letter Agreement, dated July 3, 1995, between the Company and Creditanstalt American Corporation with respect to the Amendment of the Second Amended and Restated Warrant Agreement dated February 17, 1994 (incorporated herein by reference to Form 8-K dated July 19, 1995.) (File No. 0-16479) 10.1 Asset Purchase Agreement dated March 1, 1993, and related financial statements, among the Company, Silverado Communications Corp., Telink Telephone Systems, Inc. and other shareholders and Agreement and Plan of Merger, dated March 1, 1993, between the Company and Silverado Communications Corp (incorporated herein by reference from Form 8-K dated March 30, 1993). (File No. 0-16479) 4 10.2 Asset Purchase Agreement dated March 1, 1993, and related financial statements, among the Company, PTC Cellular, Inc., Portable Cellular Communications, Inc. and Nationwide Cellular Service, Inc. (incorporated herein by reference to Form 8-K dated July 26, 1993). (File No. 0-16479) 10.3 Asset Purchase Agreement dated July 20, 1993, and related financial statements, among the Company, Southwest Pay Telephone Systems, Inc. and Randall D. Veselka and Stock Purchase Agreement, dated July 20, 1993, between the Company, Southwest Pay Telephone Systems, Inc. and Randall D. Veselka (incorporated herein by reference to Form 8-K dated July 21, 1993). (File No. 0-16479) 10.4 Asset Purchase Agreement dated October 13, 1993 between the Company, Ascom Communications, Inc. ("Ascom") and Ascom Holding, Inc., audited financial statements of Ascom for the period from January 1, 1992 through October 31, 1993 and audited financial statements of Ascom for the period from January 1, 1992 through October 31, 1993 as re-filed (incorporated herein by reference Form to 8-Ks dated November 8, 1993, January 21, 1994 and January 31, 1994, respectively). (File No. 0-16479) 10.5 Employment Agreement dated January 1, 1994, and related Stock Option Agreement dated February 16, 1994, between the Company and Jeffrey Hanft (incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended 1993). (File No. 0-16479) 10.6 Employment Agreement dated January 1, 1994, and related Stock Option Agreement dated February 16, 1994, between the Company and Robert D. Rubin (incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended 1993). (File No. 0-16479) 10.7 Employment Agreement dated January 1, 1994, and related Stock Option Agreement dated February 16, 1994, between the Company and Richard F. Militello (incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended 1993). (File No. 0-16479) 10.8 Employment Agreement dated June 22, 1994 and related Stock Option Agreement dated July 11, 1994 between the Company and Lawrence T. Ellman. 10.9 Purchase Agreement dated June 23, 1994 among the Company and Atlantic Teleco, Inc., Bender Telephone Inc., Stanley S. Bender and Howard M. Bender and Jerome D. Scheer and Purchase Agreement dated June 23, 1994 among the Company and BTE Associates L.P., Bender Telephone, Inc. and B&B Associates, audited financial statements of Atlantic Teleco Joint Venture from January 1, 1992 through December 31, 1993 and combined pro forma financial statements (incorporated herein by reference to Form 8-Ks dated June 23, 1994, September 7, 1994 and July 26, 1995, respectively). (File No. 0-16479) 5 10.10 Employment Agreement dated July 11, 1994 and related Stock Option Agreement dated July 11, 1994, between the Company and Bonnie S. Biumi. (incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended 1994). (File No. 0-16479) 10.11 Employment Agreement dated January 1, 1995 between the Company and Bruce W. Renard (incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended 1994). (File No. 0-16479) 10.12 Asset Purchase Agreement dated February 14, 1995 between the Company and Global Link Teleco Corporation and pro forma financial information for the periods from January 1, 1993 through December 31, 1993 and the nine months ending September 30, 1994 (incorporated herein by reference to Form 8-Ks dated February 15, 1995 and June 16, 1995). (File No. 0-16479) 10.13 AT&T Commission Agreement dated April 20, 1995 by and between AT&T Communications, Inc. and the Company (incorporated herein by reference to Amendment No. 2 to Form S-3 Registration No. 33-58657). 10.14 Security Purchase Agreement between UBS Capital Corporation; Appian Capital Partners, L.L.C. and the Company dated July 3, 1995 (incorporated herein by reference to Form 8-K dated July 19, 1995). (File No. 0-16479) 10.15 Indenture, dated as of July 15, 1995, between the Company and First Union National Bank of North Carolina (incorporated herein by reference to Form 8-K dated July 19, 1995). (File No. 0-16479) 10.16 Letter Agreement, dated July 18, 1995, among the Company, UBS Capital Corporation, UBS Partners, Inc. and Appian Capital Partners, L.L.C., amending the Securities Purchase Agreement, dated as of July 3, 1995 among the Company, UBS Capital Corporation and Appian Capital Partners, L.L.C. (incorporated herein by reference to Form 8-K dated July 19, 1995). (File No. 0-16479) 10.17 Form of Stock Purchase Warrant issued on July 19, 1995 to Appian Capital Partners, L.L.C. (incorporated herein by reference to Form 8-K dated July 19, 1995). (File No. 0-16479) 10.18 Form of Contingent Stock Purchase Warrant issued on July 19, 1995 to UBS Partners, Inc. (incorporated herein by reference to Form 8-K dated July 19, 1995). (File No. 0- 16479) 10.19 Registration Rights Agreement dated as of July 19, 1995 between the Company and UBS Partners, Inc. (incorporated herein by reference to Form 8-K dated July 19, 1995). (File No. 0-16479) 6 10.20 Fourth Amended and Restated Loan and Security Agreement dated July 19, 1995 by and among the Company, the lenders named therein and Creditanstalt-Bankverein (incorporated herein by reference to Form 8-K dated July 19, 1995). (File No. 0- 16479) 10.21 Asset Purchase Agreement dated as of November 1, 1995 between the Company, PTC Cellular, Inc. and Shared Technologies Cellular, Inc. (incorporated herein by reference to Form 8-K dated November 13, 1995). (File No. 0-16479) 10.22 Waiver and First Amendment dated November 29, 1995 between the Company and Credistanstalt-Bankverein with regard to the Fourth Amended and Restated Loan and Security Agreement. 10.23 Stock Incentive Plan of the Company (incorporated herein by reference to pages A-1 through A-7 of the Company's 1994 Proxy Statement). 21 List of Subsidiaries 23.1 Consent of Ernst & Young LLP *23.2 Consent of Price Waterhouse LLP 27 Financial Data Schedule (for SEC use only) - -------------- * Filed as part of this Annual Report on Form 10-K/A No. 1. 7 EX-23.2 2 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders' of Peoples Telephone Company, Inc. We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 (no. 33-58607) of Peoples Telephone Company, Inc. of our report dated March 28, 1995, except as to the second paragraph of Note 18 (except for the statement related to Mr. Hanft's resignation), and the matters discussed in the second and third paragraphs of that report, which are as of May 31, 1995, on our audit of the financial statements as of December 31, 1994 and for the years ended December 31, 1994 and 1993, appearing on Pages 35 and 36 of this Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the incorporation by reference in the Registration Statement on Form S-8 (no. 33-58603) of Peoples Telephone Company, Inc. of our report dated March 28, 1995, except as to the second paragraph of Note 18 (except for the statement related to Mr. Hanft's resignation) , and the matters discussed in the second and third paragraphs of that report, which are as of May 31, 1995, on our audit of the financial statements as of December 31, 1994 and for the years ended December 31, 1994 and 1993, appearing on Pages 35 and 36 of this Annual Report on Form 10-K for the year ended December 31, 1995. PRICE WATERHOUSE LLP Miami, Florida March 29, 1996 8 -----END PRIVACY-ENHANCED MESSAGE-----