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): NOVEMBER 13, 1995
PEOPLES TELEPHONE COMPANY, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 0-16479 13-2626435
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
2300 N.W. 89TH PLACE, MIAMI, FLORIDA 33172
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 593-9667
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 13, 1995 (the "Closing"), Peoples Telephone Company, Inc.
(the "Company"), the Company's wholly-owned subsidiary, PTC Cellular, Inc.
("PTCC"), and Shared Technologies Cellular, Inc. ("STCI") entered into an Asset
Purchase Agreement dated as of November 1, 1995 (the "Agreement"). Pursuant to
the Agreement, PTCC sold substantially all of its assets (the "Assets") used by
PTCC in the business of providing cellular phone rentals to travelers and other
customers primarily at locations operated by car rental companies (the
"Business") to STCI for approximately $6.0 million.
The purchase price for the Assets, determined by arms-length
negotiations among the Company, PTCC and STCI, consisted of the following items:
(1) A cash payment in the amount of $300,000;
(2) A promissory note dated as of November 1, 1995 (the
"Note") executed by STCI to the order of PTCC in the principal amount of
$2,000,000, bearing interest at the annual rate of 8%, with principal and
interest payable semiannually through the year 2000. The Note is secured by a
security interest in certain assets of STCI consisting primarily of certain of
the Assets sold to STCI under the Agreement;
(3) 100,000 shares of STCI common stock (the "STCI
Shares"). STCI has agreed to register the STCI Shares for resale;
(4) semi-annual royalty payments equal to 3% of the total
worldwide revenues generated by STCI and certain affiliates of STCI described in
the Agreement generated from the use, operation, rental or sale of certain
cellular telephone technology sold by PTCC to STCI under the Agreement, up to
an aggregate amount of $2.5 million, subject to certain adjustments; and
(5) STCI's agreement to pay up to approximately $1.2
million of certain existing payment obligations of PTCC, with any remaining
portion thereof being payable to PTCC.
Pursuant to the Agreement, STCI generally assumed all liabilities of
PTCC relating to the Assets which arise or are to be performed on or after
November 1, 1995, and PTCC generally agreed to retain all liabilities which
arise or are to be performed before November 1, 1995 which relate to the
Business.
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The foregoing discussion is qualified in its entirety by reference to
the Agreement, a copy of which is filed as an exhibit hereto and incorporated
herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION. The consolidated
pro forma financial statements (unaudited) of the Company are attached hereto as
Exhibit 99.1 and incorporated by reference into this Current Report on Form 8-K.
(c) EXHIBITS.
EXHIBIT DESCRIPTION
- ------- -----------
10.1 Asset Purchase Agreement dated as of November 1, 1995 by and
among PTC Cellular, Inc., Peoples Telephone Company, Inc. and
Shared Technologies Cellular, Inc.
99.1 The consolidated pro forma financial statements (unaudited) of
the Company.
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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 hereunto duly authorized.
PEOPLES TELEPHONE COMPANY, INC.
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Registrant
Dated: November 28, 1995 /s/ BONNIE S. BIUMI
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Bonnie S. Biumi,
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
10.1 Asset Purchase Agreement dated as of November 1, 1995 by and
among PTC Cellular, Inc., Peoples Telephone Company, Inc. and
Shared Technologies Cellular, Inc.
99.1 The consolidated pro forma financial statements (unaudited) of
the Company.
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