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):
February 19, 2002
DAVEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-22610
DELAWARE 59-3538257
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10120 Windhorst Road
Tampa, FL 33659
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (813) 628-8000
(N/A)
___________________
(Former address, if changed since last report)
Item 5. Other Events
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Execution of Agreement and Plan of Reorganization and Merger
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On February 21, 2002, Davel Communications, Inc. entered into an Agreement
and Plan of Reorganization and Merger (the "Merger Agreement") with PhoneTel
Technologies, Inc. In the merger, PhoneTel will become a wholly owned subsidiary
of Davel. The Merger Agreement was unanimously approved by the Boards of
Directors of both companies and is subject to the approval of the shareholders
of both companies.
In connection with the merger, the existing secured lenders of both Davel
and PhoneTel have agreed to exchange a substantial amount of debt for equity
securities of the respective companies and to restructure the remaining debt. In
addition, Davel and PhoneTel announced that they have each executed amendments
to their existing credit agreements and have entered into a new combined $10.0
million senior credit facility.
In conjunction with the transaction, Davel will also seek shareholder
approval to increase the number of authorized shares of common stock from
50,000,000 to 1,000,000,000 and to increase the shares issuable pursuant to
Davel's 2000 Long-Term Equity Incentive Plan. No dates have been set for the
stockholders' meetings.
Copies of the Merger Agreement and related documents, as well as copies of
the new $10.0 million senior credit facility and related documents and the press
release announcing these transactions are attached as exhibits hereto and are
incorporated herein by reference. This summary is qualified entirely by
reference to the exhibits attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
2.1 Agreement and Plan of Reorganization and Merger, dated as of February
19, 2002, by and among Davel Communications, Inc., Davel Financing
Company, L.L.C., DF Merger Corp., PT Merger Corp., and PhoneTel
Technologies, Inc.
2.2 Exchange Agreement, dated as of February 19, 2002, by and among Davel
Communications, Inc., Davel Financing Company, L.L.C., DF Merger
Corp., PhoneTel Technologies, Inc., Cherokee Communications, Inc., and
the lenders named therein.
10.1 Seventh Amendment to the Credit Agreement, dated as of February 19,
2002, by and among Davel Communications, Inc., Davel Financing
Company, L.L.C., as Borrower, the Domestic Subsidiaries of the
Borrower, as Guarantors, the lenders named therein, and PNC Bank,
National Association.
10.2 Credit Agreement, dated as of February 19, 2002, by and among Davel
Communications, Inc., Davel Financing Company, L.L.C.,
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the Domestic Subsidiaries of Davel Financing Company, L.L.C., PhoneTel
Technologies, Inc., Cherokee Communications, Inc., Madeleine L.L.C.,
and ARK CLO 2000-1, Limited.
10.3 Security Agreement, dated as of February 19, 2002, by and among Davel
Communications, Inc., Davel Financing Company, L.L.C., the Domestic
Subsidiaries of Davel Financing Company, L.L.C., PhoneTel
Technologies, Inc., Cherokee Communications, Inc., Madeleine L.L.C.,
and ARK CLO 2000-1, Limited.
10.4 Commitment Letter, dated as of February 19, 2002, by and among Davel
Communications, Inc., PhoneTel Technologies, Inc., and the lenders
named therein.
10.5 Voting Agreement, effective as of November 1, 2001, by and among AXP
Bond Fund, Inc., AXP Variable Portfolio-Bond Fund, a series of AXP
Variable Portfolio Income Series, Inc., AXP Variable Portfolio-Managed
Fund, a series of AXP Variable Portfolio Managed Series, Inc., Income
Portfolio, a series of IDS Life Series Fund, Inc., Managed Portfolio,
a series of IDS Life Series Fund, Inc., AXP Variable Portfolio-Extra
Income Fund, a series of AXP Variable Portfolio Income Series, Inc.
and High Yield Portfolio, a series of Income Trust, and Davel
Communications, Inc.
10.6 Voting Agreement, effective as of July 10, 2001, by and between CIBC
World Markets Corp. and Davel Communications, Inc.
10.7 Voting Agreement, effective as of July 31, 2001, by and between
Pacholder Associates, Inc. and Davel Communications, Inc.
99.1 Joint Press Release of Davel Communications, Inc. and PhoneTel
Technologies, Inc., dated February 21, 2002.
SIGNATURE
Pursuant to the Requirement 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.
DAVEL COMMUNICATIONS, INC.
Dated: February 27, 2002 By: /s/ Marc S. Bendesky
--------------------------------
Marc S. Bendesky
Chief Financial Officer
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Exhibit Index
Exhibit Number Description of Exhibit
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2.1 Agreement and Plan of Reorganization and Merger, dated as of
February 19, 2002, by and among Davel Communications, Inc.,
Davel Financing Company, L.L.C., DF Merger Corp., PT Merger
Corp., and PhoneTel Technologies, Inc.
2.2 Exchange Agreement, dated as of February 19, 2002, by and
among Davel Communications, Inc., Davel Financing Company,
L.L.C., DF Merger Corp., PhoneTel Technologies, Inc.,
Cherokee Communications, Inc., and the lenders named
therein.
10.1 Seventh Amendment to the Credit Agreement, dated as of
February 19, 2002, by and among Davel Communications, Inc.,
Davel Financing Company, L.L.C., as Borrower, the Domestic
Subsidiaries of the Borrower, as Guarantors, the lenders
named therein, and PNC Bank, National Association.
10.2 Credit Agreement, dated as of February 19, 2002, by and
among Davel Communications, Inc., Davel Financing Company,
L.L.C., the Domestic Subsidiaries of Davel Financing
Company, L.L.C., PhoneTel Technologies, Inc., Cherokee
Communications, Inc., Madeleine L.L.C., and ARK CLO 2000-1,
Limited.
10.3 Security Agreement, dated as of February 19, 2002, by and
among Davel Communications, Inc., Davel Financing Company,
L.L.C., the Domestic Subsidiaries of Davel Financing
Company, L.L.C., PhoneTel Technologies, Inc., Cherokee
Communications, Inc., Madeleine L.L.C., and ARK CLO 2000-1,
Limited.
10.4 Commitment Letter, dated as of February 19, 2002, by and
among Davel Communications, Inc., PhoneTel Technologies,
Inc., and the lenders named therein.
10.5 Voting Agreement, effective as of November 1, 2001, by and
among AXP Bond Fund, Inc., AXP Variable Portfolio-Bond Fund,
a series of AXP Variable Portfolio Income Series, Inc., AXP
Variable Portfolio-Managed Fund, a series of AXP Variable
Portfolio Managed Series, Inc., Income Portfolio, a series
of IDS Life Series Fund, Inc., Managed Portfolio, a series
of IDS Life Series Fund, Inc., AXP Variable Portfolio-Extra
Income Fund, a series of AXP Variable Portfolio Income
Series, Inc. and High Yield Portfolio, a series of Income
Trust, and Davel Communications, Inc.
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Exhibit Number Description of Exhibit
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10.6 Voting Agreement, effective as of July 10, 2001, by and
between CIBC World Markets Corp. and Davel Communications,
Inc.
10.7 Voting Agreement, effective as of July 31, 2001, by and
between Pacholder Associates, Inc. and Davel Communications,
Inc.
99.1 Joint Press Release of Davel Communications, Inc. and
PhoneTel Technologies, Inc., dated February 21, 2002.
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