Davel Communications, Inc. and PhoneTel Technologies Inc. Merger Transaction Approved at Stockholders Meetings.Business Editors Davel Communications, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :DAVL DAVL Data Available-Low .OB) and PhoneTel Technologies, Inc. (OTCBB:PHTE.OB), the nation's two leading publicly traded independent payphone payphone Noun a coin-operated telephone payphone pay n → Münztelefon nt; (card phone) → Kartentelefon nt 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 “Tampa” redirects here. For other uses, see Tampa (disambiguation). Tampa is a United States city in Hillsborough County, on the west coast of Florida. It serves as the county seat for Hillsborough County.GR6. , 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 certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. increasing the number of authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. 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 "Cleveland" redirects here. For the Cleveland metropolitan area, see . For other uses, see Cleveland (disambiguation). Cleveland is a city in the U.S. state of Ohio and the county seat of Cuyahoga County, the most populous county in the state. , PhoneTel shareholders approved the transaction with Davel and a proposed amendment to PhoneTel's Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. 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 Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. 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 District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). . 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 Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. . 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 Final Prospectus A legal document stating the price of a newly issued security, the delivery date, and other facts that are important for investors. Notes: The final prospectus must be given to every investor who purchases a new issue of registered securities. and joint proxy statement. Materials included in this document contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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 (1) (Federal Communications Commission, Washington, DC, www.fcc.gov) The U.S. government agency that regulates interstate and international communications including wire, cable, radio, TV and satellite. The FCC was created under the U.S. 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 Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 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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