Filed by: PhoneTel Technologies, Inc.
Commission File No. 0-16715
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Companies: PhoneTel Technologies, Inc.
Davel Communications, Inc.
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THE FOLLOWING IS A JOINT PRESS RELEASE ISSUED BY PHONETEL TECHNOLOGIES, INC. AND
DAVEL COMMUNICATIONS, INC. ON JULY 11, 2002:
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PRESS RELEASE
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DAVEL COMMUNICATIONS, INC. PHONETEL TECHNOLOGIES, INC.
10120 Windhorst Road 1001 Lakeside Avenue
Tampa, FL 33619 Cleveland, Ohio 44114
(OTCBB: DAVL.OB) (OTCBB: PHTE.OB)
AT DAVEL AT PHONETEL
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Bruce W. Renard John D. Chichester
President President & CEO
(813) 628-8000 (216) 241-2555
FOR IMMEDIATE RELEASE
July 11, 2002
DAVEL COMMUNICATIONS, INC. AND PHONETEL TECHNOLOGIES INC.
MERGER TRANSACTION APPROVED AT STOCKHOLDERS MEETINGS
TAMPA, FLORIDA & CLEVELAND, OHIO - JULY 11, 2002 -- Davel Communications, Inc.
(OTCBB: DAVL.OB) and PhoneTel Technologies, Inc. (OTCBB: PHTE.OB), the nation's
two leading publicly traded independent payphone service providers with a
combined installed base of approximately 76,000 payphones, announced today that
the stockholders of each corporation have approved the proposed agreement and
plan of reorganization and merger between the two companies previously announced
on February 21, 2002.
At the Davel Annual Meeting of Stockholders held today in Tampa, Florida, Davel
shareholders approved the agreement and plan of reorganization and merger with
PhoneTel. Also approved was a proposed amendment to Davel's Certificate of
Incorporation increasing the number of authorized shares of Davel common stock
from 50 million to 1 billion in order to effectuate the equity restructuring
contemplated by the agreement and plan of reorganization and merger.
At the PhoneTel Special Meeting of Shareholders held today in Cleveland, Ohio,
PhoneTel shareholders approved the transaction with Davel and a proposed
amendment to PhoneTel's Articles of Incorporation increasing the number of
authorized shares of PhoneTel common stock from 45 million to 125 million in
order to effectuate the agreement and plan of reorganization and merger.
Davel and PhoneTel expect to consummate the transaction within the next several
business days. Pursuant to the agreement and plan of reorganization and merger,
PhoneTel will become a wholly owned subsidiary of Davel. The business operations
of the two companies will be consolidated upon the closing of the transaction.
PhoneTel Technologies, Inc. is a leading independent provider of pay telephones
and related services in the United States. Headquartered in Cleveland, Ohio,
PhoneTel operates approximately 29,000 payphones in 45 states and the District
of Columbia.
Founded in 1979, Davel Communications, Inc. is the largest independent payphone
provider in the United States. Headquartered in Tampa, Florida, Davel operates
approximately 47,000 payphones in 44 states and the District of Columbia.
In connection with the proposed transactions, Davel and PhoneTel have filed
relevant materials with the Securities and Exchange Commission, including the
Registration Statement on Form S-4 that contained a prospectus and joint proxy
statement. Because those documents contained important information, holders of
Davel's common stock and holders of PhoneTel's common stock are urged to read
them. The Registration Statement is available for free at the SEC's website,
www.sec.gov. Information on how to obtain transaction-related documents for free
from Davel and PhoneTel is set forth in the Registration Statement.
Davel and its directors and executive officers and PhoneTel and its directors
and executive officers may be deemed to be participants in the solicitation of
proxies from the holders of Davel's common stock and PhoneTel's common stock in
connection with the proposed transactions. On February 21, 2002, information
regarding the participants and their interests in the solicitation was filed
pursuant to Rule 425 with the SEC by each of Davel and PhoneTel. Investors may
obtain additional information regarding the interests of the participants by
reading the final prospectus and joint proxy statement.
Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of
Davel, PhoneTel, or a combined Davel and PhoneTel, to differ materially, many of
which are beyond the control of Davel or PhoneTel include, but are not limited
to, the following: (1) the businesses of Davel and PhoneTel may not be
integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected benefits and synergies from
the combination may not be realized within the expected time frame or at all;
(3) revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption, including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers may be greater than expected following the transaction; (5) generating
incremental growth in the customer base of the combined company may be more
costly or difficult than expected; (6) the effects of legislative and regulatory
changes; (7) the tax treatment of the proposed transactions; (8) an inability to
retain necessary authorizations from the FCC and state utility or
telecommunications authorities; (9) an increase in competition from cellular
phone and other wireless products and wireless service providers; (10) the
introduction of new technologies and competitors into the telecommunications
industry; (11) changes in labor, telephone line service, equipment and capital
costs; (12) future acquisitions, strategic partnerships and divestitures; (13)
general business and economic conditions; and (14) other risks described in the
Annual Reports on Form 10-K for the year ended December 31, 2001 and other
periodic reports filed by Davel and PhoneTel with the Securities and Exchange
Commission. You are urged to consider statements that include the words "may,"
"will," "would," "could," "should," "believes," "estimates," "projects,"
"potential," "expects," "plans," "anticipates," "intends," "continues,"
"forecast," "designed," "goal," or the negative of those words or other
comparable words, to be uncertain and forward-looking. This cautionary statement
applies to all forward-looking statements included in this document.
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