UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
WASHINGTON, D.C. 20549 Expires: January 31, 2002
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FORM 12b-25 hours per response...2.50
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0--16715
CUSIP NUMBER
71921H505
(Check One) __ Form 10-K __ Form 20-F __ Form 11-K X Form 10-Q __ Form N-SAR
For Period Ended: March 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type
NOTHING IN THE FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
PhoneTel Technologies, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
North Point Tower, 7th Floor 1001 Lakeside Avenue
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Address of Principal Executive Office (Street and Number)
Cleveland, OH 44114-1195
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
X (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
X (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
__ (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
with the prescribed time period.
The subject report could not be filed without unreasonable effort or expense
because additional time is needed to finalize amendments to the Registrant's
loan agreements with its lenders regarding waivers relating to financial
covenants included therein. The execution of the amendment will have a material
impact on the disclosure to be made in the subject report and therefore
additional time is required to make the appropriate changes.
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE
COLLECTION OF INFORMATION CONTAINED IN THIS
(ATTACH EXTRA SHEETS IF NEEDED) FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Don Paliwoda (216) 875-4303
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).
X Yes __ No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? X Yes __ No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See Attachment A incorporated by reference into this Form 12b-25.
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PhoneTel Technologies, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 15, 2002 By /s/ Richard P. Kebert
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Richard P. Kebert
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).
PHONETEL TECHNOLOGIES, INC.
FORM 12b-25
NOTIFICATION OF LATE FILING
FOR THE PERIOD ENDED MARCH 31, 2002
(In thousands except for percentages)
ATTACHMENT A
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This Attachment A includes this page and a draft of the Registrant's
Consolidated Statements of Operations (Unaudited) for the quarters ended March
31, 2001 and 2002. The following is a narrative of significant changes in
results of operations in 2002 from the corresponding period of the preceding
year.
The Registrant's first quarter 2002 revenues decreased by $2,604, or 22.9%, due
to a reduction in the average number of pay telephones operated by the
Registrant and the continuing impact of wireless communications on payphone
usage. Costs and expenses decreased by $2,869, or 19.3%, due to expense
reductions related to the decrease in the average number of pay telephones and a
decrease in depreciation and amortization. Costs and expenses also declined due
to cost reduction initiatives of the Registrant. The loss from operations
decreased from $3,511 in the first quarter of 2001 to $3,246 in the current
quarter due primarily to the Registrant's cost reductions. The net loss in the
first quarter increased by $602, or 9.7% due to the decline in loss from
operations offset by an increase in interest expense.
PHONETEL TECHNOLOGIES, INC. AND SUBSIDIARY
FORM 12b-25
NOTIFICATION OF LATE FILING
ATTACHMENT A
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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
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THREE MONTHS ENDED MARCH 31
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2001 2002
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REVENUES:
Coin calls $6,716 $5,586
Non-coin telecommunication services 4,499 2,977
Other 141 189
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11,356 8,752
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COSTS AND EXPENSES: 14,867 11,998
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Loss from operations (3,511) (3,246)
OTHER INCOME (EXPENSE):
Interest expense (2,744) (3,592)
Interest and other income 38 19
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(2,706) (3,573)
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NET LOSS ($6,217) ($6,819)
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NET LOSS PER COMMON SHARE, BASIC AND DILUTED ($0.61) ($0.67)
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Weighted average number of shares, basic and diluted 10,189,684 10,189,684
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