April 20, 2005
Mail Stop 03-06
Jay O. Wright
President and Chief Executive Officer
Mobilepro Corp.
6701 Democracy Boulevard
Bethesda, MD 20817
RE: Davel Communications, Inc.
Amended Schedule 13E-3
Filed April 12, 2005
File No. 005-54989
Amended Preliminary Schedule 14C
Filed April 12, 2005
File No. 000-25207
Amended Schedule 14F-1
Filed April 12, 2005
Dear Mr. Wright:
We have reviewed the above filings for compliance with Rules
13e-3 and 14f-1 and have the following comments. Where indicated,
we think you should revise your documents in response to these
comments. If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revision is unnecessary. Please
be as detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with supplemental information
so we may better understand your disclosure. After reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other
aspect of our review. Feel free to call us at the telephone numbers
listed at the end of this letter.
Schedule 14F-1
1. We reissue comment 1 in part. Please provide us your detailed
analysis of why as a non-listed company, you are not required to
comply with the requirements of Item 401(h) of Regulation S-K and
Item 7 of Schedule 14A. Also, note that Item 7(d)(1) requires
your disclosure of whether you have an audit committee, not whether
you are required to have one. If you do have an audit committee, then
you are required by this Item to identify each committee member,
state the number of meetings held by the committee and describe
briefly the functions of the committee. Additionally, refer to
Item 401(a) of Regulation S-K which requires the disclosure of all
positions and offices held by each of your directors with you.
Finally, given your disclosure that you do not have a nominating
committee, provide the disclosure required by Item 7(d)(2)(i).
2. We note your response to comment 1 with respect to Item 8 of
Schedule 14F-1. We disagree that the information required is that
which would have been required as of November 2004. Your filing
and distribution of the Schedule 14F-1 was not made until after the
end of 2004, thus you are required to disclose information for
fiscal year 2004.
Schedule 13E-3
Item 13
3. We note your response to our prior comment 5. Typically, the
parties disseminate the disclosure document following the
completion of the review process by the staff of the Division of
Corporation Finance. While we note the timing restrictions faced
by the company, the company should have factored in a sufficient
amount of time for completion of the review process. We understand
from your response that the company mailed the information statement
without resolving all staff comments and that the company does not
believe it needs to circulate any additional information. Without
agreeing with your analyses and conclusions, we will not raise
additional comment at this time. However, we continue to believe
that the shareholders are entitled to updated financial information
and the previous comment noted above remains outstanding. In this
regard, we give you no assurance with regard to your compliance with
the disclosure and dissemination requirements of the federal securities
laws.
Preliminary Schedule 14C
Analysis of the Board of Directors - Page 29
4. Revise your disclosure to include the substance of your
response.
Appendix E. Pro Forma Financial Statements
5. We note your response to comment 16. Tell us where you have
made the adjustments that show the cash payment to be made to the
minority shareholders. If you have not shown this adjustment, revise
the pro forma financial statements to show it or give us your analysis
as to why it is not required to be shown.
As appropriate, please amend your filings in response to
these comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may have additional comments after reviewing your amendments and
responses to our comments.
As appropriate, please amend your filings in response to
these comments. You may wish to provide us with marked copies of the
amended filings to expedite our review. Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your amended filings and responses to our comments.
Please contact the undersigned at (202) 942-2962 or, in his
absence, Pamela Carmody, Special Counsel, at (202) 942-1918 with
any other questions.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers and Acquisitions
cc (via fax): Ernest Stern, Esq. ((202) 778-6460)