EXHIBIT 99

        In order to extend its debt maturities and to provide increased
operational and financial flexibility to take advantage of growth opportunities
in its core public pay telephone business, the Company refinanced its
indebtedness (approximately $95.5 million) under the Third Amended and Restated
Loan Agreement by and among the Company, Creditanstalt-Bankverein
("Creditanstalt") and other financial institutions, dated February 17, 1994 (the
"Prior Credit Agreement") and repaid certain notes payable ($105.1 million in
the aggregate) with proceeds from the sale of the Senior Notes (as defined
below) and the Preferred Stock (as defined below") (collectively, the
"Refinancing").

        The Refinancing, which was consummated on July 19, 1995, included the
following elements:

        SENIOR NOTES

        The Company sold $100,000,000 aggregate principal amount of its 12 1/4%
Senior Notes due 2002 (the "Senior Notes") in a private placement pursuant to
Rule 144A under the Securities Act of 1933, as amended ("the Securities Act").
The indenture governing the Senior Notes (the "Indenture") contains certain
covenants, including, but not limited to, covenants with respect to the
following matters: limitations on additional indebtedness, limitations on
restricted payments, including the payment of dividends on the Company's Common
Stock, par value $.01 per share ("Common Stock"), limitations on the incurrence
of liens, limitations on transactions with affiliates, the application of the
proceeds of certain asset sales, restrictions on the issuance of preferred stock
of certain subsidiaries, limitations on the creation of restrictions on the
ability of certain subsidiaries to make certain distributions and payments to
the Company and other subsidiaries, and limitations on the merger, consolidation
or transfer of all or substantially all of the assets of the Company and certain
subsidiaries with or to another person. Holders of Senior Notes will also have
the right to require the Company to repurchase Senior Notes in the event of
certain changes in control. The Senior Notes are senior unsecured obligations of
the Company and rank PARI PASSU in right of payment with other senior
indebtedness of the Company.

        PREFERRED STOCK

        The Company issued 150,000 shares of its Series C Cumulative Convertible
Preferred Stock (the "Preferred Stock") to UBS Partners, Inc. ("UBS"), a
wholly-owned subsidiary of Union Bank of Switzerland, for gross proceeds of
$15.0 million. The Preferred Stock cumulates dividends at an annual rate of 7%,
subject to increase up to 11% under certain circumstances, including
accelerations of indebtedness of the Company and material breaches of
representations, warranties and covenants, which are payable in cash or, at the
Company's option during the first three years after issuance, will continue to
cumulate. The Preferred Stock is immediately convertible, at the option of the
holders, into approximately 2,857,143 shares of Common Stock (or approximately
15.1% of the outstanding Common Stock as of June 30, 1995 determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) at a conversion price of $5.25 per share, subject to
reduction pursuant to antidilution adjustments in connection with, among other
things, certain issuances of shares of, or rights to acquire, Common Stock at
less than the Conversion Price of the Preferred Stock. The Preferred Stock is
subject to (i) mandatory redemption by the Company 10 years after issuance or,
subject to the prior payment in full of the Company's indebtedness under the New
Credit Agreement (as defined below) and the Senior Notes, in the event of
certain bankruptcy or related events relating to the Company, (ii) redemption at
the Company's option, and (iii) upon the occurrence of a change of control (as
defined in the Indenture), redemption, at the option of the holders thereof, in
all cases at its liquidation preference ($15.0 million in the aggregate) plus
accrued and unpaid dividends.

        The holders of the Preferred Stock are entitled to elect two members
of the six member Board of Directors of the Company. The two directors initially
will be Charles J. Delaney, President of UBS Capital Corporation ("UBS
Capital"), also a wholly-owned subsidiary of Union Bank of Switzerland, and
Jeffrey Keenan, a managing director



of UBS Capital and a vice president and a director of UBS. Mr. Delaney was
elected on July 19, 1995 to fill the vacancy created by the resignation of
Ronald Gelber and UBS has advised the Company that it will elect Mr. Keenan at
or about the time of the Company's 1995 Annual Meeting of Shareholders. The
Preferred Stock is also entitled to vote on all other matters submitted to the
stockholders for a vote together with the holders of the Common Stock voting as
a single class with each share of Preferred Stock entitled to one vote for
each share of Common Stock issuable upon conversion.

          In connection with the Preferred Stock, the Company has agreed to
certain affirmative and negative covenants with respect to the conduct of its
business, among other matters. For so long as 25% of the shares of Preferred
Stock or the Common Stock into which such Preferred Stock is convertible remain
outstanding and have not been sold publicly, the Company has agreed with UBS and
Appian Capital Partners, L.L.C. ("Appian") to observe certain negative
covenants, including that the Company will not:

(a) (i) amend its Certificate of Incorporation or bylaws in a way which would
adversely affect the rights of holders of the Preferred Stock or underlying
Common Stock or subordinate the rights of the holders of the Preferred Stock to
the rights of other holders of capital stock of the Company; (ii) to the extent
not prohibited by the Company's Amended and Restated Certificate of
Incorporation, except in an underwritten public offering, or issuances of Common
Stock pursuant to options, warrants and other rights outstanding on the date of
the Securities Purchase Agreement relating to the Preferred Stock or employee
stock options, and issuances of Common Stock in certain permitted acquisitions,
sell capital stock of the Company unless holders of the Preferred Stock, the
underlying Common Stock or the Warrants (as hereinafter defined) are given the
right to purchase such capital stock to maintain such holders' percentage
interest in the Company's Common Stock; or (iii) effect a fundamental change,
including (a) the sale or transfer of more than 40% of the consolidated assets
of the Company and its subsidiaries and (b) mergers and consolidations other
than those in which the Preferred Stock is unaffected and the holders of the
majority of the voting power to elect the Board of Directors continue to own
such majority voting power unless such fundamental change provides that upon the
consummation thereof, the Company shall have purchased all such shares of the
Preferred Stock tendered to the Company for purchase at a price per share equal
to its liquidation preference of $100 per share plus accrued and unpaid
dividends thereon pursuant to an offer to purchase given to the holders of the
Preferred Stock not less than 15 days prior to the date such fundamental change
is to be consummated; or

        (b) Without the approval of 75% of the members of the Board of
Directors: (i) engage in transactions with stockholders, directors, officers,
employees or defined affiliates which transactions would require disclosure
under Rule 404 of Regulation S-K under the Securities Act; (ii) issue (a) debt
securities which are convertible into the Company's Common Stock or with equity
features such as warrants unless such equity features meet certain tests or (b)
capital stock or other equity securities senior to or on a parity with the
Preferred Stock or having a voting power equivalent to or greater than one vote
per share of Common Stock; (iii) merge or consolidate or, except for certain
permitted acquisitions or dispositions, allow a subsidiary to merge or
consolidate; (iv) sell, lease or otherwise dispose of assets of the Company or
its subsidiaries involving consideration greater than $5 million; (v) liquidate,
dissolve or effect a recapitalization or reorganization; (vi) acquire an
interest in or assets of any other company involving aggregate consideration
greater than $5 million; (vii) own, manage or operate any business other than
the domestic pay telephone business; or (vii) hire, elect or replace the
Company's Chief Executive Officer, President, Chief Financial Officer or Chief
Operating Officer or change the terms of employment or compensation thereof.
Notwithstanding the foregoing, the Company may sell certain discontinued
operations and enter into and borrow under the New Credit Agreement.

        So long as any shares of the Preferred Stock remain outstanding, without
the prior consent of the holders of a majority of the then outstanding shares of
Preferred Stock, the Company is prohibited from redeeming, purchasing or
otherwise acquiring junior securities (including Common Stock), paying or
declaring any dividend or making any distribution on any other capital stock of
the Company (other than dividends payable solely in the securities in respect of
which such dividends are paid).



        In addition, UBS has been issued a contingent warrant, exercisable only
if the Company redeems the Preferred Stock pursuant to its optional redemption
rights. Such warrant is exercisable initially for the same number of shares and
at the same price as provided in the conversion terms of the Preferred Stock
being redeemed, all determined as of the redemption date of such Preferred
Stock. Such contingent warrant has anti-dilution provisions comparable to the
Preferred Stock. UBS also has the right to have its Preferred Stock and
underlying Common Stock repurchased by the Company (at the original purchase
price thereof, plus accrued and unpaid dividends thereon), if the Company
violates certain regulations regarding an investee of a Small Business
Investment Company.

        UBS has agreed, subject to certain limitations and restrictions, that
for up to 10 years from the date of the closing of the Preferred Stock, it will
not, without the consent of the Company's Board of Directors, acquire beneficial
ownership (determined in accordance with Rule 13d-3 under the Exchange Act) of
more than 25% of the Company's voting securities, offer or solicit any other
person to acquire the Company or conduct a proxy solicitation  with respect to
the Company.

        Appian, which provided financial consulting services in connection
with the Preferred Stock, was issued warrants to purchase up to 275,000 shares
of Common Stock at an initial exercise price of $5.25 per share (the "Warrants")
and was paid a fee of $400,000.

        The Company has also agreed to register for resale under the Securities
Act the Common Stock issuable upon conversion of the Preferred Stock or upon
exercise of the Warrants.

        THE NEW CREDIT AGREEMENT

        The Company entered into an amendment and restatement of the Prior
Credit Agreement (as amended and restated, the "New Credit Agreement"), with
Creditanstalt, providing for a revolving credit facility for the benefit of the
Company in the aggregate amount of $40.0 million. The New Credit Agreement has a
term of four years. Creditanstalt has informed the Company that it intends to
syndicate a portion of the loan. The following is a summary of the terms of the
New Credit Agreement.

         BORROWING BASE. The Company may use borrowings under the New Credit
Agreement for internal growth and to fund future acquisitions, although
Creditanstalt has the right to approve any acquisition for consideration in
excess of $3.0 million. Borrowings under the New Credit Agreement may not exceed
the sum of (i) 75.0% of the Company's eligible accounts receivable plus (ii) an
amount equal to $1,200 multiplied by the number of eligible installed pay
telephones, in the aggregate up to the total limit of $40.0 million.

        INTEREST. Interest on the principal balance outstanding under the New
Credit Agreement accrues at the option of the Company at the rate of (i) 1.5%
above the greater of (a) Creditanstalt's prime lending rate at its principal
office in New York, New York and (b) the federal funds rate plus 0.5% or (ii)
3.0% above the rate quoted by Creditanstalt as the average London interbank
offered rate for one, two, three and six-month Eurodollar deposits. In the event
of a default under the New Credit Agreement, at Creditanstalt's option, the
interest rate on the borrowings under the New Credit Agreement can increase to
2.0% per annum above the then applicable rate.

        SECURITY. As security for the indebtedness under the New Credit
Agreement, the Company has granted to Creditanstalt a first priority security
interest in substantially all existing and future assets of the Company, whether
tangible or intangible, including, without limitation, accounts receivable,
inventory and equipment.

        CERTAIN COVENANTS. In addition to customary covenants, the New Credit
Agreement contains various restrictive financial and other covenants including,
without limitation, (i) prohibitions on the incurrence of additional
indebtedness, (ii) restrictions on the creation of additional liens, (iii)
certain limitations on dividends and distributions



by the Company, (iv) restrictions on mergers and sales of assets, investments
and transactions with affiliates and (v) certain financial maintenance tests.
Such financial maintenance tests, include, among others, (i) a minimum of
earnings before interest, taxes, depreciation and amortization ("EBITDA") test
of $5.0 million for the quarter ending June 30, 1995, $10.0 million for the two
quarter period ending September 30, 1995 and $15.0 million for the three quarter
period ending December 31, 1995, and, thereafter, a minimum annual EBITDA test
(tested quarterly for the prior four quarters) beginning at $19.0 million for
the quarter ended March 31, 1996 and increasing over time to $26.0 million after
December 31, 1997, (ii) a minimum ratio of annual EBITDA to interest expense
(tested quarterly) beginning at 1.5 to 1 and increasing over time to 2.5 to 1
after December 31, 1997, (iii) a minimum net worth test beginning at $47.0
million and increasing over time to $67.0 million after December 31, 1998, (iv)
a maximum ratio of debt to net worth of 3.25 to 1 for the first two years and
decreasing to 3.0 to 1 for the remaining two years, and (v) maximum ratio of
bank debt to EBITDA of 2.0 to 1 (tested quarterly using EBITDA from the prior
four quarters). For purposes of the foregoing covenants, EBITDA includes EBITDA
from the Company's inmate telephone and cellular telephone rental operations and
net worth includes the Preferred Stock.

        EVENTS OF DEFAULT. The events of default under the New Credit Agreement
are customary for facilities of such nature and include payment and non-payment
defaults and certain events of bankruptcy or insolvency of the Company.

        FEES. In connection with the execution of the Loan Agreement, the
Company agreed to pay a loan origination fee of up to $200,000. The New Credit
Agreement also provides for a monthly fee based on the unused portion of the New
Credit Agreement and an annual agency fee.