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): January 31, 1999
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 33619
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (813) 628-8000
1429 Massaro Boulevard
Tampa, FL 33619
(Former address, if changed since last report)
ITEM 5: OTHER EVENTS
Post-Merger Financial Results
On December 23, 1998, the Registrant consummated a tax-free merger with Peoples
Telephone Company, Inc. ("Peoples"), pursuant to which each outstanding share of
common stock, par value $0.01 per share, of Peoples was converted into 0.235
shares of common stock, par value $0.01 per share, of the Registrant (the
"Merger"). The transaction was accounted for as a pooling-of-interests. One of
the required criteria for pooling-of-interests accounting is that the parties to
the business combination must share mutually in the combined risks and rights of
the transaction. In order to satisfy this risk sharing criteria of pooling-of-
interests accounting, Securities and Exchange Commission Accounting Series
Release 135 provides that the risk sharing will have occurred if no affiliate of
either party to the merger transaction sells or otherwise disposes of any common
stock received in the transaction until such time as financial results covering
at least 30 days of post-merger combined operations have been published. In
order to satisfy the risk sharing criteria, and thereby allow affiliates of
either party to the transaction to sell or otherwise dispose of the Registrant's
common stock acquired in the merger (in compliance with Securities and Exchange
Commission Rules 145 and 144 regarding resales of common stock acquired in a
business combination) the consolidated summary income statement data of the
Registrant are presented as follows for the one-month period ended January 31,
1999:
(In thousands, except per For the Month Ended
share data) January 31, 1999
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Net sales $15,695,729
Net income (loss) $(3,246,504)
Net income (loss) per share $ (0.31)
The income statement data for the month ended January 31, 1999 is derived from
the Registrant's unaudited consolidated financial statements.
Because of rules pertaining to pooling-of-interests accounting, we are
publishing 30 days of post-merger financial results for the combined company.
This is the first time that we have published a single month's results, and we
do not intend to continue publishing monthly results. Because the release of
this one-time information is so unusual, management cautions that fluctuations
in monthly results are not necessarily the same as the trends that would be
evident in quarterly reporting, just as the seasonal variation inherent in
quarterly results is not necessarily apparent in annual results.
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.
DATE: March 22, 1999
DAVEL COMMUNICATIONS, INC.
By: /s/ Michael E. Hayes
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Michael E. Hayes
Senior Vice President and Chief Financial Officer