SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 3, 1998
Davel Communications Group, Inc.
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(Exact name of registrant as specified in its charter)
Illinois 0-22610 37-106477
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1429 Massaro Boulevard, Tampa, Florida 33619
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (813) 623-3545
Not applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
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Consummation of Agreement and Plan of Merger
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On November 24, 1997, Davel Communications Group, Inc., an Illinois
corporation (the "Company"), and the Company's wholly-owned subsidiary, Panther
Acquisition Corp., a Georgia corporation ("Newco"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Communications Central Inc.
("CCI"). The merger (the "Merger") was consummated on February 3, 1998. Pursuant
to the Merger Agreement, the Company acquired all of the issued and outstanding
shares of the common stock, $.01 par value per share (the "Common Stock") of CCI
(including the associated rights to purchase shares of Common Stock,
the "Shares") at a price of $10.50 per share in cash, or approximately $70
million in the aggregate, and assumed CCI's outstanding debt of $36.4 million.
The amount of consideration was determined on the basis of arm's length
negotiations, which took into account the relative earning capacity and
financial condition of both companies based upon historical and anticipated
operations, and anticipated synergies resulting from the combination of the
Company's operations with CCI's existing operations.
In the Merger, Newco merged with and into CCI in accordance with the
Georgia Business Corporation Code, whereupon the separate existence of Newco
ceased, and CCI became a wholly-owned subsidiary of the Company. In connection
with and as a condition to the Merger Agreement the Company entered into
employment contracts with certain members of CCI's management team. Prior to the
acquisition, there were no material relationships between CCI or such persons
and the Company or any of its affiliates, any director or officer of the
Company, or any associate of any such director or officer.
Credit Agreement
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In order to finance the acquisition of CCI, the Company and certain of its
subsidiaries entered into a credit agreement dated as of February 3, 1998, with
NationsBank, N.A., as Administrative Agent, Suntrust Bank, Tampa Bay, as
Documentation Agent, LaSalle National Bank, as Co-Agent, and other lenders
("Lenders"), pursuant to which the Lenders made available to the Company an
initial revolving loan commitment of $15,000,000, and a term loan commitment of
$110,000,000.
Item 5. Other Events.
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FCC Order
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On January 29, 1998, the Federal Communications Commission ("FCC") released
its Second Report and Order and Order on Reconsideration entitled In the Matter
of Billed Party Preference for InterLATA 0+ Calls, Docket No. 92-77 ("Order").
The Order requires all carriers providing operator services to give consumers
using payphones or other aggregator locations the option of receiving a rate
quote before a call is connected when making a 0+ interstate call. The new rules
become effective July 1, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements.
None
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(b) Pro Forma Financial Information.
The required pro forma financial information has not been filed with this
Current Report on Form 8-K, but will be filed under cover of Form 8-K/A as
soon as it becomes available, but in no event later than 60 days after the
date hereof.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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10.1 Credit Agreement, dated as of February 3, 1998, by and among
Davel Communications Group, Inc., NationsBank, N.A., as
Administrative Agent, Suntrust Bank, Tampa Bay, as
Documentation Agent, LaSalle National Bank, as Co-Agent, and
the other Lenders party thereto.
10.2 Form of Revolving Note, dated February 3, 1998, made by Davel
Communications Group, Inc. in favor of NationsBank, N.A., in
the principal amount of $6,300,000.
10.3 Form of Revolving Note, dated February 3, 1998, made by Davel
Communications Group, Inc. in favor of SunTrust Bank, Tampa
Bay, in the principal amount of $6,300,000.
10.4 Form of Revolving Note, dated February 3, 1998, made by Davel
Communications Group, Inc. in favor of LaSalle National Bank,
in the principal amount of $2,400,000.
10.5 Form of Term Note, dated February 3, 1998, made by Davel
Communications Group, Inc. in favor of NationsBank, N.A., in
the principal amount of $46,200,000.
10.6 Form of Term Note, dated February 3, 1998, made by Davel
Communications Group, Inc. in favor of SunTrust Bank, Tampa
Bay, in the principal amount of $46,200,000.
10.7 Form of Term Note, dated February 3, 1998, made by Davel
Communications Group, Inc. in favor of LaSalle National Bank,
in the principal amount of $17,600,000.
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 thereunto duly authorized.
DAVEL COMMUNICATIONS GROUP, INC.
Date: February 18, 1998 /s/ Michael E. Hayes
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Michael E. Hayes
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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10.1 Credit Agreement, dated as of February 3, 1998, by and among Davel
Communications Group, Inc., NationsBank, N.A., as Administrative
Agent, Suntrust Bank, Tampa Bay, as Documentation Agent, LaSalle
National Bank, as Co-Agent, and the other Lenders party thereto.
10.2 Revolving Note, dated February 3, 1998, made by Davel
Communications Group, Inc. in favor of NationsBank, N.A., in the
principal amount of $6,300,000.
10.3 Revolving Note, dated February 3, 1998, made by Davel
Communications Group, Inc. in favor of SunTrust Bank, Tampa Bay,
in the principal amount of $6,300,000.
10.4 Revolving Note, dated February 3, 1998, made by Davel
Communications Group, Inc. in favor of LaSalle National Bank, in
the principal amount of $2,400,000.
10.5 Term Note, dated February 3, 1998, made by Davel Communications
Group, Inc. in favor of NationsBank, N.A., in the principal amount
of $46,200,000.
10.6 Term Note, dated February 3, 1998, made by Davel Communications
Group, Inc. in favor of SunTrust Bank, Tampa Bay, in the principal
amount of $46,200,000.
10.7 Term Note, dated February 3, 1998, made by Davel Communications
Group, Inc. in favor of LaSalle National Bank, in the principal
amount of $17,600,000.