0001144204-13-018376.txt : 20130328 0001144204-13-018376.hdr.sgml : 20130328 20130328171755 ACCESSION NUMBER: 0001144204-13-018376 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20130322 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130328 DATE AS OF CHANGE: 20130328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELETOUCH COMMUNICATIONS INC CENTRAL INDEX KEY: 0000928659 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 752556090 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13436 FILM NUMBER: 13725034 BUSINESS ADDRESS: STREET 1: 1913 DEERBROOK CITY: TYLER STATE: TX ZIP: 75703 BUSINESS PHONE: 9035958800 MAIL ADDRESS: STREET 1: 1913 DEERBROOK CITY: TYLER STATE: TX ZIP: 75703 8-K 1 v339751_8k.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2013

Teletouch Communications, Inc.

(Exact name of registrant as specified in its charter)

______________

Delaware	001-13436	75-2556090
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

5718 Airport Freeway, Fort Worth, Texas 76117

(Address of Principal Executive Office) (Zip Code)

(800) 232-3888

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

The information set forth under Item 5.03 in this Form 8-K is incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 22, 2013, Teletouch Communications, Inc., a Delaware corporation (the “Company”), received a written communication on behalf of Stratford Capital Partners, L.P. (“Stratford”) and Retail & Restaurant Growth Capital, L.P. (“RRGC”, together, ”Stratford/RRGC”), submitting written consents of certain shareholders of the Company (the “Consent of Shareholders”) relating to the following proposals:

Proposal No. 1 - Repeal any provision of the Company’s By-Laws in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws incorporated by reference to Amendment No. 1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 28, 2012;

Proposal No.2 - Remove without cause five (5) members of the Company's Board of Directors (the "Board"), Clifford E. McFarland, Henry Y. L. Toh, Marshall G. Webb, Terry K. Dorsey, Ph.D. and Ronald L. Latta, Jr., including any person (other than the Nominees identified below) elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships after the Record Date and prior to the effectiveness of these proposals;

Proposal No. 3 - Amend Article II, Section 2.2 of the Bylaws to provide that any vacancies on the Board resulting from the removal of directors by the stockholders of the Company shall be filled exclusively by the stockholders of the Company; and

Proposal No. 4 - Elect Joseph L. Harberg, Raymond C. Hemmig, Scott M. Kleberg, David W. Knickel and Charles Daniel Yost (collectively, the "Nominees"), to serve as directors of the Company as follows: David W. Knickel and Joseph L. Harberg to serve as Class II directors with terms expiring at the 2012 Annual Meeting of Stockholders, Charles Daniel Yost to serve as a Class III director with a term expiring at the 2013 Annual Meeting of Stockholders and Scott M. Kleberg and Raymond C. Hemmig to serve as Class I directors with terms expiring at the 2014 Annual Meeting of Stockholders.

Stratford/RRGC voted 17,610,000 and 11,740,000 shares of the Company’s common stock each entity beneficially owns on each of the Proposals above, respectively, and Lazarus Investment Capital Partners LLLP voted 5,285,397 shares of the Company’s common stock on the same proposals, which, in toto, represent approximately 71.1% of the Company’s outstanding common stock as of March 22, 2013; as of the same date, the Company had 48,742,335 shares of common stock outstanding. According to the Consent of Shareholders, the date of the Consent of Shareholders and the effective date of the foregoing actions were March 22, 2013.

According to the Consent of Shareholders, the actions were undertaken pursuant to Section 228 of the Delaware General Corporate Law and of the Company’s Certificate of Incorporation, as amended to date (the “Certificate”). Specifically, Article III, Section 3 of the Certificate states, in part, that the entire Board may be removed, with or without cause, by the vote of the holders of not less than two-thirds of the shares of the Company’s outstanding common stock entitled to vote in an election of directors.

As previously disclosed in Stratford/RRGC’s Schedule 13D filings, as amended to date (the “Schedule 13D”), the Schedule 13D filing parties have been in disagreement with certain policies of the Board. On August 24, 2010, Stratford/RRGC, acting together, submitted a shareholder proposal to the Company for consideration at the Company’s 2010 Annual Meeting of Shareholders seeking the appointment of its representatives to the Board. Subsequently, Stratford/RRGC decided to withdraw the proposal from consideration. In July 2012, Stratford/RRGC again submitted a similar shareholder proposal to the Company in connection with the 2012 Annual Meeting of Shareholders. Of the Nominees, David W. Knickel is Vice-President of Stratford, Raymond Hemmig is Chairman and Chief Executive Officer of RRGC, and Joseph L. Harberg is President of RRGC; Messrs. Yost and Kleberg were previously nominated by Stratford/RRGC to the Board in connection with the Company’s prior shareholder meetings. Messrs. Yost and Kleberg are also parties to a certain Nominating Agreement with Stratford/RRGC pursuant to which they agreed, among other things, to be nominees and serve on the Board and provide certain information to Stratford/RRGC as may be required.

As of the date hereof, no Board committee membership assignment has been made. However, at the time of this disclosure, Messrs. Yost and Kleberg are expected to be named to the Audit Committee, Messrs. Yost, Harberg and Knickel – to the Compensation Committee and Messrs. Hemmig, Knickel and Kleberg – to the Nominating and Corporate Governance Committee of the Board.

There are no family relationships between the new directors and the Company’s executive officers. Further, there are no transactions involving the Company and such persons which transaction would be reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. If and to the extent eligible, the new directors will be able to participate in all compensatory plans or arrangements that may be available for Board members.

[The foregoing description of the Consent of Shareholders is qualified in its entirety by the text of the Consent of Stockholders set forth in the attached Exhibit 99.1, which is incorporated herein by this reference.]

Item 9.01 Exhibits

[99.1 Consent of Shareholders dated March 22, 2013.]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Teletouch Communications, Inc.

	By:	/s/ Douglas E. Sloan
		Title: Chief Financial Officer

Date: March 28, 2013

EX-99.1 2 v339751_ex99-1.htm EXHIBIT 99.1

Christopher R. Rowley crowley@velaw.com

Tel +1.214.220.7972 Fax +1.214.999.7972

March 22, 2013

Teletouch Communications, Inc.

5718 Airport Freeway

Fort Worth, Texas 76117

Attn: Corporate Secretary

Re: Written Consents of Stockholders of Teletouch Communications, Inc.

Dear Sir or Madam:

On behalf of Stratford Capital Partners, L.P. and Retail & Restaurant Growth Capital, L.P. (together, “Stratford/RRGC”), Stratford/RRGC hereby submits the enclosed written consents (“Consents”) of the stockholders of Teletouch Communications, Inc. (the “Company”) relating to the Proposals set forth on Exhibit A hereto (collectively, the “Proposals”).

As evidenced by the Consents, stockholders representing more than more than two thirds of the shares outstanding as of the date hereof have approved each of the Proposals. Accordingly, each of the Proposals has been effectuated upon delivery without any further action in accordance with Section 228 of the Delaware General Corporation Law (“DGCL”).

If the Company contends that the Proposals have not been effectuated for any reason or the Consents are otherwise deficient in any respect, please notify the undersigned in writing, setting forth the facts that the Company contends support its position. In the absence of such prompt notice, Stratford/RRGC will assume that the Company agrees that each of the Proposals has been effectuated and that it will promptly comply with the applicable notice requirements under Section 228(e) of the DGCL.

	Very truly yours,
	/s/ Christopher R. Rowley
	Christopher R. Rowley

cc: Robert M. McMurrey

	Vinson & Elkins LLP Attorneys at Law	Trammell Crow Center, 2001 Ross Avenue, Suite 3700
	Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow	Dallas, TX 75201-2975
	New York Palo Alto Riyadh San Francisco Shanghai Tokyo Washington	Tel +1.214.220.7700 Fax +1.214.220.7716 www.velaw.com

EXHIBIT A

Proposal No. 1 – Repeal any provision of the Teletouch Communications, Inc. (the “Company”) By – Laws (the “Bylaws”) in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws incorporated by reference to Amendment No. 1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 28, 2012;

Proposal No.2 – Remove without cause five (5) members of the Company’s Board of Directors (the “Board”), Clifford E. McFarland, Henry Y. L. Toh, Marshall G. Webb, Terry K. Dorsey, Ph.D. and Ronald L. Latta, Jr., including any person (other than the Nominees identified below) elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships after the Record Date and prior to the effectiveness of these proposals;

Proposal No. 3 – Amend Article II, Section 2.2 of the Bylaws to provide that any vacancies on the Board resulting from the removal of directors by the stockholders of the Company shall be filled exclusively by the stockholders of the Company; and

Proposal No. 4 – Elect Joseph L. Harberg, Raymond C. Hemmig, Scott M. Kleberg, David W. Knickel and Charles Daniel Yost (collectively, the “Nominees”), to serve as directors of the Company as follows: David W. Knickel and Joseph L. Harberg to serve as Class II directors with terms expiring at the 2012 Annual Meeting of Stockholders, Charles Daniel Yost to serve as a Class III director with a term expiring at the 2013 Annual Meeting of Stockholders and Scott M. Kleberg and Raymond C. Hemmig to serve as Class I directors with terms expiring at the 2014 Annual Meeting of Stockholders.

WHITE CONSENT CARD

CONSENT OF STOCKHOLDERS OF TELETOUCH COMMUNICATIONS, INC. TO ACTION WITHOUT A MEETING:

THIS CONSENT IS SOLICITED BY STRATFORD CAPITAL PARTNERS, L.P., STRATFORD CAPITAL GP ASSOCIATES, L.P., STRATFORD CAPITAL CORPORATION, RETAIL & RESTAURANT GROWTH CAPITAL, L.P., RETAIL & RESTAURANT GROWTH PARTNERS, L.P., RETAIL & RESTAURANT GROWTH MANAGEMENT, INC., JOHN R. MUSE, JOSEPH L. HARBERG, RAYMOND C. HEMMIG, SCOTT M. KLEBERG, DAVID W. KNICKEL AND CHARLES DANIEL YOST (COLLECTIVELY, THE “STRATFORD GROUP”)

CONSENT

Unless otherwise indicated below, the undersigned, a stockholder of record of Teletouch Communications, Inc. (the “Company”) on the date hereof (the “Record Date”), hereby consents pursuant to Section 228(a) of the Delaware General Corporation Law with respect to all Shares of common stock (the “Shares”) held by the undersigned to the taking of the following actions without a meeting of the stockholders of the Company.

IF NO BOX IS MARKED FOR A PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL, EXCEPT THAT THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE REMOVAL OF ANY CURRENT DIRECTOR OR TO THE ELECTION OF ANY NOMINEE WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED. THE STRATFORD GROUP RECOMMENDS THAT YOU CONSENT TO THE PROPOSALS LISTED BELOW (COLLECTIVELY, THE “PROPOSALS”).

Repeal any provision of the Company's By-Laws (the “Bylaws”) in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws incorporated by reference to Amendment No. l to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2012 (the “Bylaw Restoration Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

Remove, without cause, five (5) members of the Company’s Board of Directors (the “Board”), Clifford E. McFarland, Henry Y. L. Toh, Marshall G. Webb, Terry K. Dorsey, Ph.D. and Ronald L. Latta, Jr., including any person (other than the Nominees identified below) elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships after the Record Date and prior to the effectiveness of the Proposals (the “Removal Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE REMOVAL OF ALL THE PERSONS NAMED IN THE REMOVAL PROPOSAL, CHECK THE APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE REMOVAL OF CERTAIN OF THE PERSONS NAMED IN THE REMOVAL PROPOSAL, BUT NOT ALL OF THEM, CHECK THE “CONSENT” BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DO NOT WISH REMOVED IN THE SPACE PROVIDED BELOW.

Amend Article II, Section 2.2 of the Bylaws to provide that any vacancies on the Board resulting from the removal of directors by the stockholders of the Company shall be filled exclusively by the stockholders of the Company (the “Vacancy Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

Elect the nominees of the Stratford Group, Joseph L. Harberg, Raymond C. Hemmig, Scott M. Kleberg, David W. Knickel and Charles Daniel Yost (collectively, the “Nominees”), to serve as directors of the Company as follows: David W. Knickel and Joseph L. Harberg to serve as Class II directors with terms expiring at the 2012 Annual Meeting of Stockholders, Charles Daniel Yost to serve as a Class III director with a term expiring at the 2013 Annual Meeting of Stockholders and Scott M. Kleberg and Raymond C. Hemmig to serve as Class I directors with terms expiring at the 2014 Annual Meeting of Stockholders (the "Election Proposal").

x	¨	¨
Consent	Withhold Consent	Abstain

INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE ELECTION OF ALL THE PERSONS NAMED IN THE ELECTION PROPOSAL, CHECK THE APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE ELECTION OF CERTAIN OF THE PERSONS NAMED IN THE ELECTION PROPOSAL, BUT NOT ALL OF THEM, CHECK THE “CONSENT” BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DO NOT WISH ELECTED IN THE SPACE PROVIDED BELOW.

Each Proposal will be effective without further action upon delivery to the Company such requisite number of consents. The Bylaw Restoration Proposal, the Removal Proposal and the Vacancy Proposal are not subject to, or conditioned upon, the effectiveness of the other Proposals. The Election Proposal is conditioned, in part, upon the effectiveness of the Removal Proposal.

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.

Date:

March 22, 2013

STRATFORD CAPITAL PARTNERS L P

2,610,000 SHARES

By:

Stratford Capital GP Associates L.P.,

its general partner

STRATFORD CAPITAL PARTNERS LP

			300 CRESCENT COURT #500
	By:	Stratford Capital Corporation, its general partner	DALLAS TX 75201

	By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President

Please sign exactly as name appears on stock certificates or on label affixed hereto. When shares are held by joint tenants, both should sign. In case of joint owners, EACH joint owner should sign. When signing as attorney, executor, administrator, trustee, guardian, corporate officer, etc., give full title as such.

THIS SOLICITATION IS BEING MADE BY THE STRATFORD GROUP AND NOT ON BEHALF OF THE COMPANY.

WHITE CONSENT CARD

CONSENT OF STOCKHOLDERS OF TELETOUCH COMMUNICATIONS, INC. TO ACTION WITHOUT A MEETING:

CONSENT

Repeal any provision of the Company's By-Laws (the “Bylaws”) in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws incorporated by reference to Amendment No. l to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2012 (the “Bylaw Restoration Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

Remove, without cause, five (5) members of the Company's Board of Directors (the “Board”), Clifford E. McFarland, Henry Y. L. Toh, Marshall G. Webb, Terry K. Dorsey, Ph.D. and Ronald L. Latta, Jr., including any person (other than the Nominees identified below) elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships after the Record Date and prior to the effectiveness of the Proposals (the “Removal Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.

Date:

March 22, 2013

STRATFORD CAPITAL PARTNERS L P

3,809,401 SHARES

By:

Stratford Capital GP Associates L.P.,

its general partner

STRATFORD CAPITAL PARTNERS LP

			200 CRESCENT COURT SUITE 1600
	By:	Stratford Capital Corporation, its general partner	DALLAS TX 75201

	By:	/s/ David W. Knickel
	Name:	David W. Knickel
	Title:	Vice President

THIS SOLICITATION IS BEING MADE BY THE STRATFORD GROUP AND NOT ON BEHALF OF THE COMPANY.

WHITE CONSENT CARD

CONSENT OF STOCKHOLDERS OF TELETOUCH COMMUNICATIONS, INC. TO ACTION WITHOUT A MEETING:

CONSENT

Repeal any provision of the Company's By-Laws (the “Bylaws”) in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws incorporated by reference to Amendment No. l to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2012 (the “Bylaw Restoration Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.

Date:

March 22,2013

STRATFORD CAPITAL PARTNERS L P

11,190,599 SHARES

By:

Stratford Capital GP Associates L.P., its general partner

STRATFORD CAPITAL PARTNERS LP

			200 CRESCENT COURT SUITE 1600
	By:	Stratford Capital Corporation, its general partner	DALLAS TX 7520l

	By:	/s/ David W.Knickel
	Name:	David W.Knickel
	Title:	Vice President

THIS SOLICITATION IS BEING MADE BY THE STRATFORD GROUP AND NOT ON BEHALF OF THE COMPANY.

WHITE CONSENT CARD

CONSENT OF STOCKHOLDERS OF TELETOUCH COMMUNICATIONS, INC. TO ACTION WITHOUT A MEETING:

CONSENT

Repeal any provision of the Company’s By-Laws (the “Bylaws”) in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws incorporated by reference to Amendment No. l to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2012 (the “Bylaw Restoration Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.

Date:

March 22, 2013

RETAIL & RESTAURANT GROWTH
CAPITAL L P

2,539,600 SHARES


	By:	Retail & Restaurant Growth Partners, L.P., its general partner	RETAIL & RESTAURANT GROWTH CAPITAL L P

			2701 E PLANO PKWY SUITE 200
	By:	Retail & Restaurant Growth Management, Inc., its general partner	PLANO TX 75074

	By:	/s/ Raymond C.Hemmig
	Name:	Raymond C.Hemmig
	Title:	Chairman and CEO

THIS SOLICITATION IS BEING MADE BY THE STRATFORD GROUP AND NOT ON BEHALF OF THE COMPANY.

WHITE CONSENT CARD

CONSENT OF STOCKHOLDERS OF TELETOUCH COMMUNICATIONS, INC. TO ACTION WITHOUT A MEETING:

CONSENT

Repeal any provision of the Company's By-Laws (the “Bylaws”) in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws incorporated by reference to Amendment No. 1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2012 (the “Bylaw Restoration Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.

Date:

March 22, 2013

RETAIL & RESTAURANT GROWTH
CAPITAL L P

7,460,400 SHARES


	By:	Retail & Restaurant Growth Partners, L.P., its general partner	RETAIL & RESTAURANT GROWTH CAPITAL L P

			2701 E PLANO PKWY SUITE 200
	By:	Retail & Restaurant Growth Management, Inc., its general partner	PLANO TX 75074

	By:	/s/ Raymond C.Hemmig
	Name:	Raymond C.Hemmig
	Title:	Chairman and CEO

THIS SOLICITATION IS BEING MADE BY THE STRATFORD GROUP AND NOT ON BEHALF OF THE COMPANY.

WHITE CONSENT CARD

CONSENT OF STOCKHOLDERS OF TELETOUCH COMMUNICATIONS, INC. TO ACTION WITHOUT A MEETING:

CONSENT

Repeal any provision of the Company's By-Laws (the “Bylaws”) in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws incorporated by reference to Amendment No. 1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2012 (the “Bylaw Restoration Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.

Date:

March 22, 2013

RETAIL AND RESTAURANT GROWTH
CAPITAL L P

1,740,400 SHARES


	By:	Retail & Restaurant Growth Partners, L.P., its general partner	RETAIL & RESTAURANT GROWTH CAPITAL L P

			5001 LBJ FWY #1020
	By:	Retail & Restaurant Growth Management, Inc., its general partner	DALLAS TX 75244

	By:	/s/ Raymond C. Hemmig
	Name:	Raymond C. Hemmig
	Title:	Chairman and CEO

THIS SOLICITATION IS BEING MADE BY THE STRATFORD GROUP AND NOT ON BEHALF OF THE COMPANY.

WHITE CONSENT CARD

CONSENT OF STOCKHOLDERS OF TELETOUCH COMMUNICATIONS, INC. TO ACTION WITHOUT A MEETING:

CONSENT

Repeal any provision of the Company's By-Laws (the “Bylaws”) in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws incorporated by reference to Amendment No. 1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on September 28, 2012 (the “Bylaw Restoration Proposal”).

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

x	¨	¨
Consent	Withhold Consent	Abstain

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.

Date:

March 22, 2013

Lazarus Investment Partners LLLP

5,285,397 SHARES

		Lazarus Investment Partners LLLP
		3200 Cherry Creek South Drive
By:	Lazarus Management Company LLC It’s General Partner	Suite 670 Denver, CO 80209

	By:	/s/ Justin B. Borus
		Justin B. Borus. Manager

THIS SOLICITATION IS BEING MADE BY THE STRATFORD GROUP AND NOT ON BEHALF OF THE COMPANY.

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