<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14A-6(E)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SECTION 240.14a-11(c) or SECTION
240.14a-12
Entercom Communications Corp.
---------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, of the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
1
<PAGE> 2
ENTERCOM COMMUNICATIONS CORP.
401 City Avenue, Suite 409
Bala Cynwyd, Pennsylvania 19004
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Our Shareholders:
The Annual Meeting of Shareholders of Entercom Communications Corp.
(the "Company") will be held at the Radnor Hotel, 591 East Lancaster Ave., St.
Davids, Pennsylvania, 19087 on May 2, 2000 at 10:00 a.m. At the meeting,
shareholders will be asked to consider and vote on the following proposals:
Proposal 1: The election of David J. Berkman and Michael R. Hannon as
Class A directors for one-year terms expiring at the 2001
annual Meeting;
Proposal 2: The election of Joseph M. Field, David J. Field, John C.
Donlevie, Herbert Kean, S. Gordon Elkins, Thomas H.
Ginley, Jr., Lee Hague and Marie H. Field as directors
for one-year terms expiring at the 2001 annual meeting;
and
Proposal 3: The ratification of the appointment of Deloitte & Touche
LLP as independent auditors.
The shareholders will also transact other business if any is properly
brought before the annual meeting.
If you were a shareholder of record of our Class A common stock, par
value $.01 per share, or Class B common stock, par value $.01 per share, at the
close of business on March 30, 2000, you may vote at the annual meeting as set
forth in this proxy statement.
By order of the Board of Directors,
John C. Donlevie
Executive Vice President,
Secretary and General Counsel
Bala Cynwyd, Pennsylvania
April 7, 2000
- --------------------------------------------------------------------------------
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOR INFORMATION ON TRANSPORTATION TO THE MEETING, PLEASE REFER TO THE OUTSIDE
BACK COVER OF THIS PROXY STATEMENT.
- --------------------------------------------------------------------------------
2
<PAGE> 3
ENTERCOM COMMUNICATIONS CORP.
401 CITY AVENUE, SUITE 409
BALA CYNWYD, PENNSYLVANIA 19004
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 2000
The Annual Meeting of Shareholders of Entercom Communications Corp.
will be held at the Radnor Hotel, 591 East Lancaster Ave., St. Davids,
Pennsylvania, 19087 on May 2, 2000 at 10:00 a.m.
ABOUT THIS PROXY STATEMENT
Our board of directors has sent you this proxy statement to solicit
your vote at the annual meeting (including any adjournment or postponement of
the annual meeting). We will pay all expenses incurred in connection with this
proxy solicitation. In addition to mailing this proxy statement to you, we have
hired Corporate Investor Communications, Inc. to be our proxy solicitation agent
for a fee of approximately $1200.00 plus expenses. We also may make additional
solicitations by telephone, facsimile or other forms of communication. Brokers,
banks and other nominees who hold our stock for other beneficial owners will be
reimbursed by us for their expenses related to forwarding our proxy materials to
the beneficial owners. In this proxy statement we summarize information that we
are required to provide to you under the Securities and Exchange Commission
rules. This proxy statement is designed to assist you in voting your shares. On
April 7, 2000 we began mailing the proxy materials to all shareholders of record
of our Class A common stock, par value $.01 per share, and our Class B common
stock, par value $.01 per share, at the close of business on March 30, 2000.
Unless the context requires otherwise, all references in this proxy
statement to Entercom Communications Corp., "Entercom", "we," "us", "our" and
similar terms, refer to Entercom Communications Corp. and its consolidated
subsidiaries, excluding Entercom Communications Capital Trust.
INFORMATION ABOUT VOTING
If you are a shareholder of record of our Class A common stock as of
the close of business on March 30, 2000, you may vote your shares:
- By Proxy: You can vote by completing, signing and dating the
enclosed proxy card and returning it to us by mail in the envelope
provided. The instructions for voting are contained on the
enclosed proxy card. The individuals named on the card are your
proxies. They will vote your shares as you indicate. If you sign
your card without indicating how you wish to vote, all of your
shares will be voted:
- FOR all of the nominees for Class A Director;
- FOR all remaining nominees for Director other than Class A
Directors;
- FOR ratification of the appointment of Deloitte & Touche LLP
as our independent auditors to serve for the 2000 fiscal
year; and
- at the discretion of your proxies on any other matter that
may be properly brought before the annual meeting; or
- In Person: You may attend the annual meeting and vote in person.
If you are a shareholder of record of our Class B common stock as of
the close of business on March 30, 2000, you may vote your shares:
- By Proxy: You can vote by completing, signing and dating the
enclosed proxy card and returning it to us by mail in the envelope
provided. The instructions for voting are contained on the
enclosed proxy
3
<PAGE> 4
card. The individuals named on the card are your proxies. They
will vote your shares as you indicate. If you sign your card
without indicating how you wish to vote, all of your shares will
be voted:
- FOR all of the nominees for Director other than Class A
Directors;
- FOR ratification of the appointment of Deloitte & Touche LLP
as our independent auditors to serve for the 2000 fiscal
year; and
- at the discretion of your proxies on any other matter that
may be properly brought before the annual meeting; or
- In Person: You may attend the annual meeting and vote in person.
You may revoke your proxy before it is voted at the meeting if you:
- send a written notice of revocation dated after the proxy date to
our Corporate Secretary; or
- send our Corporate Secretary a later dated proxy for the same
shares of common stock; or
- attend the annual meeting AND vote in person there.
The address for our Corporate Secretary is Entercom Communications
Corp., 401 City Avenue, Suite 409, Bala Cynwyd, Pennsylvania, 19004, Attention:
John C. Donlevie, Secretary and General Counsel.
VOTING SECURITIES
Our Certificate of Incorporation provides that each share of Class A
common stock is entitled to one vote and that each share of Class B common stock
is entitled to ten votes, except (1) any share of Class B common stock not voted
by either Joseph M. Field or David J. Field, in their own right or pursuant to a
proxy, is entitled to one vote; (2) the holders of Class A common stock, voting
as a single class, are entitled to elect two Class A directors; (3) each share
of Class B common stock is entitled to one vote with respect to any Going
Private Transaction; and (4) as required by law. Therefore, only shareholders of
our Class A common stock at the close of business on March 30, 2000 will be
entitled to vote on Proposal 1, while shareholders of our Class A common stock
and our Class B common stock at the close of business on March 30, 2000 will be
entitled to vote on Proposals 2 and 3. At the close of business on March 27,
2000, there were 33,261,202 outstanding shares of our Class A common stock and
10,531,805 outstanding shares of our Class B common stock. Joseph M. Field and
David J. Field have the power to vote all of our outstanding shares of Class B
common stock. Joseph Field's voting power includes the power to vote 180,000
shares owned by Marie H. Field, pursuant to a revocable proxy. Each share of
Class B common stock voted by Joseph M. Field and David J. Field with respect to
Proposals 2 and 3 is entitled to ten votes. Our Class C common stock, par value
$.01 per share, has no voting rights.
INFORMATION ABOUT QUORUM AND REQUIRED VOTES
The presence in person or by proxy of shareholders entitled to cast at
least a majority of the votes that all shareholders are entitled to cast on a
particular matter or proposal to be acted upon at the meeting shall constitute a
quorum for the purposes of consideration and action on the matter or proposal.
Votes on the proposals will be tallied as follows:
- Proposal 1: Election of Class A Directors - The two persons
nominated for Class A director receiving the most votes from
shares of Class A common stock will be elected.
- Proposal 2: Election of Other Directors - The eight persons
nominated as Directors other than Class A directors receiving the
most votes from shares of Class A common stock and Class B common
stock will be elected.
- Proposal 3: Ratification of Independent Auditors - The
ratification of Deloitte & Touche LLP as our independent auditors
must receive an affirmative vote from a majority of the votes of
all shares of Class A common stock and Class B common stock that
are present in person or by proxy and are voting on such proposal.
4
<PAGE> 5
Unless otherwise required by our bylaws or by applicable Pennsylvania
law, any other matter properly presented for a vote at the meeting will require
an affirmative vote from a majority of the votes of all shares of Class A common
stock and Class B common stock that are present in person or by proxy and are
voting on such proposal.
Shares of our common stock represented by proxies that are marked
"withhold authority" (with respect to the election of any nominee for election
as director), or are marked "abstain," or which constitute broker non-votes will
be counted as present at the meeting for the purpose of determining a quorum.
Broker non-votes occur when a nominee holding shares of our common stock for a
beneficial owner has not received voting instructions from the beneficial owner
and such nominee does not possess or choose to exercise discretionary authority
with respect thereto. With respect to any matter to be decided by a plurality
(such as the election of directors) or a majority of the votes cast at the
meeting, proxies marked "withhold authority" or marked "abstain," or which
constitute broker non-votes will not be counted for the purpose of determining
the number of votes cast at the meeting.
INFORMATION TO RELY UPON WHEN CASTING YOUR VOTE
You should rely only on the information contained in this proxy
statement. We have not authorized anyone to give any information or to make any
representation in connection with this proxy solicitation other than those
contained in this proxy statement. You should not rely on any information or
representation not contained in this proxy statement as having been authorized
by us. You should not infer under any circumstances that because of the delivery
to you of this proxy statement there has not been a change in the facts set
forth in this proxy statement or in our affairs since the date on this proxy
statement. This proxy statement does not constitute a solicitation by anyone in
any jurisdiction in which the solicitation is not authorized or in which the
person making the solicitation is not qualified to do so or to anyone to whom it
is unlawful to make a solicitation.
5
<PAGE> 6
THE PROPOSALS
PROPOSAL 1
ELECTION OF CLASS A DIRECTORS
Two Class A directors will be elected at the 2000 annual meeting to
serve until the 2001 annual meeting. The two nominees are David J. Berkman and
Michael R. Hannon. Each of them is an incumbent Class A director. These nominees
have consented to serve if elected, but should any nominee be unavailable to
serve, your proxy will vote for the substitute nominee recommended by the board
of directors. The two persons nominated for director receiving the most votes
will be elected.
The tables below contain certain biographical information about them as
well as our other directors and executive officers.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE PERSONS
NOMINATED FOR DIRECTOR IN PROPOSAL 1.
NOMINEES FOR CLASS A DIRECTOR
- --------------------------------------------------------------------------------
Michael R. Hannon Michael R. Hannon has served as one of our directors
Director since 1998 since December 1998. He is a general partner of Chase
Age: 39 Capital, a general partnership which invests in
international private equity opportunities with a
significant concentration in the media and
telecommunications industries. Prior to joining Chase
Capital in 1988, Mr. Hannon held various positions at
Morgan Stanley & Co. Incorporated. He currently
serves on the Boards of Directors of TeleCorp PCS,
Formus Communications and Financial Equity Partners.
Mr. Hannon has a B.A. from Yale University and an
M.B.A. from Columbia Business School.
- --------------------------------------------------------------------------------
David J. Berkman David J. Berkman has served as one of our directors
Director since 1999 since the consummation of our initial public offering in
Age: 38 January 1999. He is the Managing Partner of The
Associated Group, LLC, a venture capital firm
primarily engaged in the telecommunications and
internet commerce market segments. The Associated Group,
LLC was founded by principals of The Associated Group,
Inc., a recently sold multi-billion dollar
publicly-traded owner and operator of communication
related business and associations of which Mr.
Berkman was Executive Vice President. He also
currently serves on the Boards of Directors of
Teligent, Inc., True Position, Inc., V-Span, Inc.,
the Philadelphia Regional Performing Arts Center and
the Franklin Institute. Mr. Berkman has a B.S. from
the Wharton School of the University of Pennsylvania.
- --------------------------------------------------------------------------------
6
<PAGE> 7
PROPOSAL 2
ELECTION OF OTHER DIRECTORS
Eight other directors will be elected at the 2000 annual meeting to
serve until the 2001 annual meeting. The eight nominees are Joseph M. Field,
David J. Field, John C. Donlevie, Herbert Kean, S. Gordon Elkins, Thomas J.
Ginley, Jr., Lee Hague and Marie H. Field. Each of them is an incumbent
director. These nominees have consented to serve if elected, but should any
nominee be unavailable to serve, your proxy will vote for the substitute nominee
recommended by the board of directors. The eight persons nominated for director
receiving the most votes will be elected.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE PERSONS
NOMINATED FOR DIRECTOR IN PROPOSAL 2.
NOMINEES FOR OTHER DIRECTORS
- --------------------------------------------------------------------------------
Joseph M. Field Joseph M. Field founded Entercom in 1968 and has
Chairman of the Board and served since our inception as our Chairman of the
Chief Executive Officer Board and Chief Executive Officer and was our
Director since 1968 President until September 1998. Before entering the
Age: 68 broadcasting business, he practiced law for 14 years
in New York (including service as an Assistant United
States Attorney) and Philadelphia. Mr. Field served
on the Board of Directors of the National Association
of Broadcasters for four years as a representative of
the major radio group broadcasters. He currently
serves on the Boards of Directors of The Curtis
Institute of Music, the Settlement Music School, the
American Interfaith Institute, the Liberty Museum,
the Jewish Education and Vocational Service (JEVS)
and the Philadelphia Chamber Music Society. Mr. Field
has a B.A. from the University of Pennsylvania and an
L.L.B. from Yale Law School. He is the spouse of
Marie H. Field and the father of David J. Field. Mr.
Field's term as a director expires at the May 2, 2000
annual meeting of shareholders.
- --------------------------------------------------------------------------------
David J. Field David J. Field has served as our President since
President and Chief since 1998, our Chief Operating Officer since 1996
Operating Officer and one of our directors since 1995. He also served
Director since 1995 as our Chief Financial Officer from 1992 to 1998.
Age: 37 Mr. Field joined us in 1987 and served as our
Director of Finance and Corporate Development from
1987 to 1988, Vice President-Finance and Corporate
Development from 1988 to 1992, Vice
President-Operations and Chief Financial Officer from
1992 to 1995 and Senior Vice-President-Operations and
Chief Financial Officer from 1995 to 1996. Prior to
joining us, he was an investment banker with Goldman,
Sachs & Co. Mr. Field currently serves on the Boards
of Directors of the Radio Advertising Bureau and The
Wilderness Society. He has a B.A. from Amherst
College and an M.B.A. from the Wharton School of the
University of Pennsylvania. Mr. Field is the son of
Joseph M. Field and Marie H. Field. Mr. Field's term
as a director expires at the May 2, 2000 annual
meeting of shareholders.
- --------------------------------------------------------------------------------
John C. Donlevie John C. Donlevie has served as our Executive Vice
Executive Vice President, President, General Counsel and one of our directors
Secretary, and General since 1989, our Secretary since 1998 and was our Vice
Counsel President-Legal and Administrative from 1984 when he
Director since 1989 joined us to 1989. Prior to joining us, Mr. Donlevie
Age: 53 practiced law for 11 years, most recently as
Corporate Counsel of Ecolaire Incorporated in
Malvern, Pennsylvania. He has a B.S. from Drexel
University and a J.D. from Temple University School
of Law. Mr. Donlevie's term as a director expires at
the May 2, 2000 annual meeting of shareholders.
- --------------------------------------------------------------------------------
Herbert Kean, M.D. Herbert Kean, M.D. has served as one of our directors
Director since 1968 since our inception. In addition, he served as our
Age: 68 Secretary from our inception until 1984. Dr. Kean is
currently a medical physician in private practice in
the Philadelphia area. He has a B.S. from the
University of Pennsylvania and an M.D. from Hahnemann
University.
- --------------------------------------------------------------------------------
7
<PAGE> 8
- --------------------------------------------------------------------------------
He is a clinical professor at Thomas Jefferson
University Medical College. Dr. Kean's term as a
director expires at the May 2, 2000 annual meeting of
shareholders.
- --------------------------------------------------------------------------------
S. Gordon Elkins S. Gordon Elkins has served as one of our directors
Director since 1978 since 1978. He was a partner in the law firm of
Age: 68 Stradley, Ronon, Stevens & Young from September 1962
through January 1999 and currently is affiliated with
the firm. Mr. Elkins has a B.S. from Temple
University and an L.L.B. from Yale Law School. Mr.
Elkins' term as a director expires at the May 2,
2000 annual meeting of shareholders.
- --------------------------------------------------------------------------------
Thomas H. Ginley, Thomas H. Ginley, Jr., M.D. has served as one of our
Jr., M.D directors since 1971 and previously served as our
Director since 1971 Secretary from 1984 to 1998. Dr. Ginley is President
Age: 75 and a director of the A & T Development Corporation
and a Treasurer and director of Vanessa Noel Couture,
Inc. Dr. Ginley is also a gemologist and president of
Gem Treasury International Inc. He is a diplomat of
the National Board as well as a fellow of the
American College of Surgeons. Dr. Ginley has an M.D.
from Georgetown University. Dr. Ginley's term as a
director expires at the May 2, 2000 annual meeting of
shareholders.
- --------------------------------------------------------------------------------
Lee Hague Lee Hague has served as one of our directors since
Director since 1980 1980. He has served as an independent consultant to
Age: 54 various broadcasting groups and provides financial
advisory and media brokering services to the
industry. Mr. Hague is currently the Chairman of the
Board and Chief Executive Officer of Aspect Holdings
Inc. Prior to joining Aspect Holdings Inc. in 1998,
he served as President of Hague & Company over a
period of 20 years. Mr. Hague has over 20 years'
experience in the radio industry. He has a B.S. from
Northwestern University and an M.M. from the J.L.
Kellogg Graduate School of Management, Northwestern
University. Mr. Hague's term as a director expires at
the May 2, 2000 annual meeting of shareholders.
- --------------------------------------------------------------------------------
Marie H. Field Marie H. Field has served as one of our directors
Director since 1989 since 1989. She served for over 25 years as a teacher
Age: 62 in public and private schools in New York and
Philadelphia. Mrs. Field serves on the Board of
Directors of the Ovarian Cancer Research Fund in New
York and the Board of Overseers of the University of
Pennsylvania School of Social Work. She has a B.A.
from Barnard College. Mrs. Field is the spouse of
Joseph M. Field and the mother of David J. Field.
Mrs. Field's term as a director expires at the May 2,
2000 annual meeting of shareholders.
- --------------------------------------------------------------------------------
EXECUTIVE OFFICERS
In the table below we set forth certain information on those persons
currently serving as our executive officers. Biographical information on Joseph
M. Field, Chairman of the Board and Chief Executive Officer, David J. Field,
President and Chief Operating Officer, and John C. Donlevie, Executive
Vice-President, Secretary and General Counsel, is included above in the section
"Nominees for Other Directors."
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
NAME AND TITLE AGE PRIOR BUSINESS EXPERIENCE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Joseph M. Field 68 See "Nominees for Other Directors" above.
Chairman of the Board and Chief
Executive Officer
- -------------------------------------------------------------------------------------------------------------------
David J. Field 37 See " Nominees for Other Directors " above.
President and Chief Operating
Officer
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
NAME AND TITLE AGE PRIOR BUSINESS EXPERIENCE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John C. Donlevie 53 See " Nominees for Other Directors " above.
Executive Vice-President, Secretary
and General Counsel
- -------------------------------------------------------------------------------------------------------------------
Stephen F. Fisher 47 Stephen F. Fisher has served as our Senior Vice President and
Senior Vice-President and Chief Chief Financial Officer since 1998. From 1994 to 1998, he was a
Financial Officer Managing Director with Bachow & Associates, a private equity
firm located in Bala Cynwyd, Pennsylvania. Prior to joining
Bachow & Associates, Mr. Fisher held numerous operational and
financial management positions over a period of 15 years, most
recently as Executive Vice President with Westinghouse
Broadcasting Company, Inc. (now CBS). He has an M.A. from Bob
Jones University and an M.B.A. from the University of South
Carolina.
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
LEGAL PROCEEDINGS
We entered into a preliminary agreement on February 6, 1996, to acquire
the assets of radio station KWOD-FM, Sacramento, California, from Royce
International Broadcasting Corporation, subject to approval by the FCC, for a
purchase price of $25.0 million. Notwithstanding our efforts to pursue this
transaction, the seller was nonresponsive. On July 28, 1999, we commenced a
legal action seeking to enforce this agreement, and subsequently the seller
filed a cross-complaint against us asking for damages, an injunction and costs
and filed a separate action against our president. This separate action against
our president was dismissed without leave to amend in February 2000. We intend
to pursue our legal action against the seller and seek dismissal of the
cross-complaint. However, we cannot determine if and when the transaction might
occur.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
Presently, there are ten members on our Board of Directors, seven of
whom are neither officers nor employees of our company. The Board met four times
in 1999.
The Board has adopted certain standing committees including: (1) audit
and (2) compensation.
Audit Committee. The audit committee consists of Messrs. Berkman, Hague
and Elkins. Mr. Elkins was appointed to the audit committee in October, 1999.
The audit committee met two times in 1999. The responsibilities of the audit
committee include:
- recommending to the board of directors independent public
accountants to conduct the annual audit of our financial
statements;
- reviewing the proposed scope of the audit and approving the audit
fees to be paid;
- reviewing our accounting and financial controls with the
independent public accountants and our financial and accounting
staff; and
- reviewing and approving transactions, other than compensation
matters, between us and our directors, officers and affiliates.
Compensation Committee. Our compensation committee consists of Mr.
Hannon and Doctors Ginley and Kean. Our compensation committee met two times in
1999. Dr. Kean attended less than 75% of the meetings of the compensation
committee in 1999 due to illness. The compensation committee conducts a general
review of our compensation plans to ensure that they meet corporate objectives,
including review and approval of all compensation paid to our executive
officers. The responsibilities of the compensation committee also include
administering and interpreting our Employee Stock Purchase Plan and the 1998
Equity Compensation Plan,
9
<PAGE> 10
including selecting the officers, employees and other qualified recipients that
will be granted awards under the 1998 Equity Compensation Plan.
DIRECTOR COMPENSATION
During the period prior to our initial public offering on January 28,
1999, all of our directors were compensated $200 for each board meeting that
they attended in person. Following the consummation of our initial public
offering, all of our non-employee directors became entitled to receive a fee of
$1,000 for each board meeting and $500 for each committee meeting that they
attend in person and $250 for each telephonic meeting of the board or a
committee. Employee directors are not entitled to receive additional
compensation for their services as directors. In addition, upon the completion
of our initial public offering in the first quarter of fiscal 1999, Marie H.
Field, S. Gordon Elkins, Lee Hague, Thomas H. Ginley, Jr., M.D., Herbert Kean,
M.D., Michael R. Hannon and David J. Berkman received stock options under the
1998 Equity Compensation Plan, and Lee Hague and S. Gordon Elkins also received
restricted stock grants under the 1998 Equity Compensation Plan
EXECUTIVE OFFICER COMPENSATION
The following table provides summary information concerning
compensation paid to or earned by our Chief Executive Officer and our other most
highly compensated executive officers (the "Named Executive Officers") for
services rendered during the fiscal year ended September 30, 1998, the calendar
year ended December 31, 1998 and the fiscal (calendar) year ended December 31,
1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------- OTHER ANNUAL
NAME AND PRINCIPAL POSITION PERIOD SALARY BONUS(1) COMPENSATION
--------------------------- ------ ------ -------- ------------
<S> <C> <C> <C> <C>
Joseph M. Field, Chairman of the Board and fiscal year ended 1998 $554,992 -- *
Chief Executive Officer ................. 12 months ended 12/31/98(2) $558,384 --
fiscal (calendar) year ended 1999 $563,320 $250,000
David J. Field, President and Chief fiscal year ended 1998 $262,973 $108,085 *
Operating Officer ....................... 12 months ended 12/31/98(2) $284,730 $108,085
fiscal (calendar) year ended 1999 $350,000 $200,000
Stephen F. Fisher, Senior Vice President and fiscal year ended 1998 -- *
Chief Financial Officer ................. 12 months ended 12/31/98(2) -- --
fiscal (calendar) year ended 1999 $ 41,667 $150,000
$250,000
John C. Donlevie, Executive Vice President, fiscal year ended 1998 $181,947 $108,085 *
Secretary and General Counsel ........... 12 months ended 12/31/98(2) $193,326 $108,085
fiscal (calendar) year ended 1999 $225,000 $125,000
</TABLE>
- --------------
* Value of perquisites and other personal benefits paid does not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
the executive officer and, therefore, is not required to be disclosed
pursuant to rules of the Commission.
(1) Includes amounts accrued during year presented but paid in the subsequent
year.
(2) Effective January 1, 1999, we changed from a fiscal year ending September
30th to a fiscal year ending December 31st. Therefore, we are showing
compensation paid to our Named Executive Officers during the fiscal year
ended September 30, 1998, and during the twelve months ended December 31,
1998. Compensation paid to our Named Executive Officers from January 1,
1998 through September 30, 1998 is included in both periods.
10
<PAGE> 11
STOCK OPTION TABLES
The following table contains information concerning the stock option
grants made to each of the Named Executive Officers, discussed above, during the
fiscal year ended December 31, 1999:
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENTAGE OF AT ASSUMED ANNUAL RATES
SECURITIES TOTAL OPTIONS OF STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE MARKET PRICE FOR OPTIONS TERMS ($)(1)
OPTIONS EMPLOYEES IN OR BASE ON GRANT EXPIRATION ---------------------------
NAME GRANTED FISCAL YEAR(%) PRICE ($) DATE($) DATE 5% 10%
---- ------- -------------- --------- ------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph M. Field..... 222,223 15.6% $ 22.50 $22.50 01/28/09 $ 3,144,484 $ 7,968,740
150,000 10.5% $ 46.88 $46.88 10/26/09 $ 4,421,915 $11,206,002
David J. Field...... 133,334 9.3% $ 18.00 $22.50 01/28/09 $ 2,486,696 $ 5,381,254
125,000 8.8% $ 46.88 $46.88 10/26/09 $ 3,684,929 $ 9,338,335
Stephen F. Fisher .. 26,667 1.9% $ 22.50 $22.50 01/28/09 $ 377,341 $ 956,257
90,000 6.3% $ 46.88 $46.88 10/26/09 $ 2,653,149 $ 6,723,601
John C. Donlevie.... 55,556 3.9% $ 18.00 $22.50 01/28/09 $ 1,036,127 $ 2,242,196
60,000 4.2% $ 46.88 $46.88 10/26/09 $ 1,768,766 $ 4,482,401
------ ---- ----------- -----------
Total............... 862,780 60.5% $19,573,407 $48,298,786
======= ===== =========== ===========
</TABLE>
- --------------
(1) The 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by the rules of the Securities and Exchange
Commission. There can be no assurance that the actual stock price
appreciation over the ten-year option term will be at the assumed 5% and
10% levels or at any other defined level. Unless the market price of our
Class A common stock appreciates over the option term, no value will be
realized from the option grants. The potential realizable value is
calculated by assuming that the fair market value of our Class A common
stock on the date of grant of the options appreciates at the indicated
rate for the entire term of the option and that the option is exercised
at the exercise price and sold on the last day at the appreciated price.
The following table sets forth information concerning each option
exercised by the Named Executive Officers in fiscal 1999 and option holdings
through December 31, 1999 by the Named Executive Officers who held options at
the end of fiscal 1999:
STOCK OPTION EXERCISES AND YEAR-END VALUE
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR END FISCAL YEAR END(1)
ACQUIRED VALUE (#) ($)
ON EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph M. Field ............. -- -- 372,223 $12,535,451
David J. Field............... -- -- 258,334 $8,790,657
Stephen F. Fisher............ -- -- 116,667 $2,881,265
John C. Donlevie............. -- -- 115,556 $3,814,188
</TABLE>
- --------------
(1) Value is determined by subtracting the exercise price from the fair
market value of our Class A common stock multiplied by the number of
shares underlying the options. Fair market value is based on the New York
Stock Exchange closing price of our Class A common stock on December 31,
1999 of $66 per share.
1998 EQUITY COMPENSATION PLAN
We have adopted the 1998 Equity Compensation Plan, effective as of June
24, 1998. The 1998 Equity Compensation Plan provides for grants to our employees
and employees of our subsidiaries (including employees who are officers or
directors), our non-employee directors and certain advisors and consultants who
perform services for us and our subsidiaries, of:
11
<PAGE> 12
- incentive stock options;
- "nonqualified stock options" that are not intended to qualify as
incentive stock options;
- restricted stock; and
- stock appreciation rights.
Only shares of Class A common stock may be issued under the 1998 Equity
Compensation Plan.
GENERAL. Subject to adjustment, we may issue shares of Class A common
stock up to an amount equal to 10% of our outstanding Class A, Class B and Class
C common stock under the Plan. As of March 22, 2000, we have currently
outstanding 13,334 shares of restricted stock and nonqualified stock options to
purchase 1,857,945 shares of Class A common stock having a weighted average
exercise price of $35.02 per share. We have not issued any incentive stock
options or stock appreciation rights. The number of shares for which incentive
stock options may be issued under the Plan may not exceed 1,850,000 shares,
subject to adjustment, and the number of shares of restricted stock that may be
issued under the Plan may not exceed 925,000 shares, subject to adjustment.
ADMINISTRATION OF THE 1998 EQUITY COMPENSATION PLAN. The Plan is
administered and interpreted by our compensation committee. Subject to the
ratification or approval by the board of directors, if the board retains the
right, the committee has the sole authority to:
- determine the individuals that shall be given awards;
- determine the terms of the awards;
- delegate to our Chief Executive Officer, Joseph M. Field, the
authority to make grants to certain non-executive employees;
and
- deal with any other matters arising under the Plan.
OPTIONS. The exercise price of any incentive stock option will not be
less than the fair market value of our Class A common stock on the date of the
grant, or not less than 110% of the fair market value of the common stock in the
case of an employee who owns more than 10% of our Class A, Class B and Class C
common stock. The exercise price of a nonqualified stock option may be greater
than, equal to or less than the fair market value of our Class A common stock on
the date of the grant. The exercise period of an option may not exceed ten years
from the date of the grant, and the exercise period of an incentive stock option
granted to an employee who owns more than 10% of the Class A, Class B and Class
C common stock may not exceed five years from the date of the grant. The
participant may pay the exercise price in cash or, with approval of the
committee, by delivering shares of common stock owned by the participant and
having a fair market value on the date of exercise equal to the exercise price
or by any other method that the committee approves.
EMPLOYEE STOCK PURCHASE PLAN
We have adopted the Employee Stock Purchase Plan, effective as of
January 28, 1999. A total of up to 1,850,000 shares of our Class A common stock
may be issued under the Employee Stock Purchase Plan, subject to adjustment.
Under the Employee Stock Purchase Plan, we will withhold a specified percentage
(not to exceed 10%) of the compensation paid to each participant, and the amount
withheld (and any additional amount contributed by the participant which
together with payroll withholdings does not exceed 10% of the participant's
compensation) will be used to purchase our Class A common stock on the last day
of each purchase period. The purchase price will be the value of the stock on
the last day of the purchase period less a discount not to exceed 15% as
determined by the compensation committee in advance of the purchase period. The
length of each purchase period shall be specified by the compensation committee.
The first purchase period began on April 1, 1999. The maximum value of shares
that a participant in the Employee Stock Purchase Plan may purchase during any
calendar year is $25,000.
12
<PAGE> 13
EMPLOYMENT AGREEMENTS
JOSEPH M. FIELD EMPLOYMENT AGREEMENT. We have entered into an
employment agreement with Joseph M. Field pursuant to which Mr. Field serves as
our Chief Executive Officer. The employment agreement may be terminated upon
written notice no less than 30 days prior to the end of any calendar year.
Absent such written notice, the employment agreement is automatically renewed
for a period of one year. In the event of Mr. Field's death during the term of
the employment agreement, we will pay Mr. Field's compensation to his
beneficiaries for one year at the then current rate. In the event of the total
disability of Mr. Field, we will pay Mr. Field compensation for the lesser of
the period of his disability or one year at the then applicable rate. Mr.
Field's current base salary is $600,000 and is increased or decreased annually
by a percentage equal to the percentage of inflation or deflation over the
immediately preceding twelve month period, provided that the base salary shall
never be less than $500,000. The board of directors may approve additional
salary, bonuses, fees, or other compensation for Mr. Field. Mr. Field is
entitled to participate in any bonus, profit sharing, retirement, insurance or
other plan or program that we adopt. Absent our express prior written consent,
Mr. Field is prohibited, in the event of his termination by resignation or for
cause, for a period of two years following the termination of the employment
agreement, from engaging in any broadcast business that we compete with in any
standard metropolitan statistical area in which we are then operating a
broadcast property.
DAVID J. FIELD EMPLOYMENT AGREEMENT. We have entered into an employment
agreement with David J. Field, pursuant to which Mr. Field serves as our
President and Chief Operating Officer. The employment agreement provides that
Mr. Field's employment may be terminated at will by either party (1) immediately
if good cause for termination exists, or (2) upon thirty days notice in the
absence of good cause. Pursuant to this employment agreement, Mr. Field's
current annual salary is $450,000. The employment agreement provides for yearly
salary adjustments for inflation and an annual discretionary bonus.
JOHN C. DONLEVIE EMPLOYMENT AGREEMENT. We have entered into an
employment agreement with John C. Donlevie pursuant to which Mr. Donlevie serves
as our Executive Vice President, Secretary and General Counsel. The employment
agreement provides that Mr. Donlevie's employment may be terminated at will by
either party (1) immediately if good cause for termination exists, or (2) upon
thirty days notice in the absence of good cause. Pursuant to this employment
agreement, Mr. Donlevie's current annual salary is $265,000. The employment
agreement provides for yearly salary adjustments for inflation and an annual
discretionary bonus.
STEPHEN F. FISHER EMPLOYMENT AGREEMENT. We have entered into an
employment agreement with Stephen F. Fisher, pursuant to which Mr. Fisher serves
as our Chief Financial Officer and Senior Vice President for a term ending
December 31, 2000 and year to year thereafter unless terminated by either party
at least 120 days prior to the end of the then current term. In the event of a
change of control, the 120 days is increased by 60 days or in lieu of additional
notice we may pay 60 days salary. We may terminate the agreement at any time for
cause. Mr. Fisher's salary as of January 1, 2000 is $300,000 and is increased
each year for inflation. In addition, Mr. Fisher is eligible for an annual
discretionary bonus. Mr. Fisher is prohibited, so long as he is our employee and
for a period of one year thereafter, from serving, directly or indirectly in any
enterprise which we compete with; provided, however, if Mr. Fisher is terminated
without cause or if his employment agreement is terminated due to the parties'
inability to renegotiate certain compensation terms, then Mr. Fisher will be
restricted from serving in a competitive business for a period of three months
plus any time for which he receives a cash payment.
13
<PAGE> 14
PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in the
cumulative total shareholder return on our common stock against the cumulative
total return of the NYSE Stock Market (US Companies) and a peer group index. The
companies that make up our peer group are listed below and they consist of
radio and television companies.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
ENTERCOM COMMUNICATIONS CORP.
<TABLE>
<CAPTION>
Company Market Market Peer Peer
Date Index Index Count Index Count
- --------- --------- --------- ------- -------- -----
<S> <C> <C> <C> <C> <C>
"12/30/1994" 0.000 37.758 2282 24.275 14
"01/31/1995" 0.000 38.717 2273 24.774 15
"02/28/1995" 0.000 40.158 2283 26.859 15
"03/31/1995" 0.000 41.169 2284 26.641 15
"04/28/1995" 0.000 42.175 2289 26.228 15
"05/31/1995" 0.000 43.688 2289 28.073 15
"06/30/1995" 0.000 44.638 2296 30.613 15
"07/31/1995" 0.000 46.171 2297 32.546 15
"08/31/1995" 0.000 46.530 2303 32.627 15
"09/29/1995" 0.000 48.421 2301 33.373 15
"10/31/1995" 0.000 47.911 2304 33.099 15
"11/30/1995" 0.000 50.177 2320 34.795 14
"12/29/1995" 0.000 51.182 2332 35.239 14
"01/31/1996" 0.000 52.852 2328 38.455 14
"02/29/1996" 0.000 53.506 2334 37.656 13
"03/29/1996" 0.000 54.158 2349 39.370 13
"04/30/1996" 0.000 54.849 2351 40.114 13
"05/31/1996" 0.000 56.103 2362 41.011 13
"06/28/1996" 0.000 56.240 2376 42.504 13
"07/31/1996" 0.000 53.686 2379 38.931 13
"08/30/1996" 0.000 55.126 2386 39.292 13
"09/30/1996" 0.000 57.824 2404 42.309 17
"10/31/1996" 0.000 58.945 2426 37.837 17
"11/29/1996" 0.000 62.896 2440 39.846 17
"12/31/1996" 0.000 62.068 2460 41.586 17
"01/31/1997" 0.000 65.176 2457 42.252 16
"02/28/1997" 0.000 65.909 2452 40.700 16
"03/31/1997" 0.000 63.219 2447 41.398 16
"04/30/1997" 0.000 66.215 2452 40.831 16
"05/30/1997" 0.000 70.319 2464 47.176 16
"06/30/1997" 0.000 73.668 2474 53.436 16
"07/31/1997" 0.000 78.906 2479 55.043 16
"08/29/1997" 0.000 75.388 2470 59.226 15
"09/30/1997" 0.000 79.693 2479 61.450 16
"10/31/1997" 0.000 77.305 2486 61.609 16
"11/28/1997" 0.000 80.389 2503 67.705 16
"12/31/1997" 0.000 82.458 2507 71.155 16
"01/30/1998" 0.000 82.531 2500 70.565 16
"02/27/1998" 0.000 88.150 2502 76.811 16
"03/31/1998" 0.000 92.836 2514 83.146 16
"04/30/1998" 0.000 93.696 2514 85.139 16
"05/29/1998" 0.000 91.872 2526 79.624 17
"06/30/1998" 0.000 94.475 2529 85.733 18
"07/31/1998" 0.000 92.269 2529 88.057 19
"08/31/1998" 0.000 78.903 2524 69.858 19
"09/30/1998" 0.000 82.933 2518 73.287 19
"10/30/1998" 0.000 89.517 2505 77.285 19
"11/30/1998" 0.000 94.379 2501 78.347 20
"12/31/1998" 0.000 98.936 2509 92.758 21
"01/29/1999" 100.000 100.000 2496 100.000 21
"02/26/1999" 102.033 97.808 2500 97.199 22
"03/31/1999" 115.041 100.655 2490 106.642 22
"04/30/1999" 120.732 105.809 2485 114.785 22
"05/28/1999" 106.098 103.940 2491 109.114 22
"06/30/1999" 139.024 108.312 2485 112.992 22
"07/30/1999" 131.707 104.607 2474 113.065 22
"08/31/1999" 118.699 102.188 2468 114.856 22
"09/30/1999" 117.073 98.970 2461 123.515 22
"10/29/1999" 161.992 104.630 2450 132.179 22
"11/30/1999" 185.975 105.563 2430 136.919 22
"12/31/1999" 215.447 108.433 2416 157.136 22
</TABLE>
LEGEND
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index for: 01/1999 06/1999 12/1999
- ------ ----------------------------- ------- ------- -------
<S> <C> <C> <C> <C>
_____ Entercom Communications Corp. 100.0 139.0 215.4
- -------- NYSE Stock Market (US Companies) 100.0 108.3 108.4
- -- - -- - Self Determined Peer Group(1) 100.0 113.0 157.1
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The index are reweighted daily using the market capitalization on the
previous trading day.
C. If the monthly interval based on the fiscal year-end is not a trading day
the preceeding trading day is used.
D. The index level for all series was set to $100.0 on 01/29/1999; the date of
our initial public offering.
(1) The peer group index consists of AMFM Inc. Ackerley Group Inc. CBS Corp.
CBS Inc. Capital Cities ABC Inc. Capstar Broadcasting Corp. Citadel
Communications Corp. Clear Channel Communications Cox Communications Inc.
Cox Radio Inc. EZ EM Inc. Emmis Communications Corp. Entercom
Communications Corp. Fox Entertainment Group Inc. Gaylord Entertainment
Co. Gray Communications Systems Inc. Gray Communications Systems Inc.
Hearst Argyle Television Inc. Heritage Media Corp. Infinity Broadcasting
Corp. Infinity Broadcasting Corp. Salem Communications Corp. and Univision
Communications Inc.
14
<PAGE> 15
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee is responsible, subject to the approval of
the board of directors, for establishing our compensation program. The
compensation committee reviews and recommends the compensation arrangements for
all executive officers and certain management employees, and takes such other
actions as may be required in connection with our compensation plans.
COMPENSATION PHILOSOPHY AND POLICY. Our compensation philosophy is to
motivate our executive officers and management employees to attain financial,
operational and strategic objectives through a competitive compensation program
while also aligning the financial goals of our executives and management with
those of our shareholders. In administering the program, the compensation
committee assesses the performance of our business and our employees relative to
those objectives. The compensation committee also considers the performance of
our business as compared to the performance of our competitors. Our compensation
program generally provides incentives to achieve both annual and longer term
objectives. The principal elements of the compensation plan include base salary,
cash bonus awards and stock awards in the form of grants of stock options,
restricted common stock and other stock-related benefits (including
participation in the Employee Stock Purchase Plan). These elements generally are
blended in order to implement our compensation philosophy.
BASE SALARY. During 1999, we had employment agreements with each of
Joseph M. Field, David J. Field, John C. Donlevie and Stephen F. Fisher. In
setting base salaries for officers and employees, we consider the experience of
the individual, the scope and complexity of the position, our size and growth
rate and the compensation paid by our competitors. Due to the increasingly
competitive nature of our industry segment, compensation amounts paid by our
competitors are expected to continue to grow in importance as we assess our
future compensation structure to ensure our ability to continue to attract and
retain highly qualified executives.
BONUSES. All of our executive officers (to the extent they are not
already entitled to receive a bonus under their respective employment
agreements), are eligible to receive bonuses subject to satisfaction of
specified performance criteria. For 1999, Joseph M. Field, David J. Field,
Stephen F. Fisher and John C. Donlevie received discretionary bonuses determined
by the compensation committee.
STOCK AWARDS. To promote our long-term objectives, stock awards are
made to our employees and employees of our subsidiaries (including employees who
are officers or directors), our non-employee directors and certain advisors and
consultants who are in a position to make a significant contribution to our
long-term success. The stock awards are made pursuant to our 1998 Equity
Compensation Plan, in the form of nonqualified stock options and incentive stock
options, as defined in our Equity Plan, stock appreciation rights and restricted
stock awards. Subject to the approval of the board of directors, if the board
retains the right, the compensation committee has the sole authority to
determine the individuals that shall be given awards and the terms of the
awards.
CHIEF EXECUTIVE OFFICER COMPENSATION. Joseph M. Field received $563,200
in annual salary in fiscal 1999 pursuant to his employment agreement. Mr.
Field's compensation was determined based upon the same factors used in setting
other executive officer salaries, as well as the salaries paid to chief
executive officers of comparable companies and his leadership in setting and
pursuing our financial, operational and strategic objectives. Mr. Field also
received a bonus of $250,000 and stock options to purchase 372,223 shares of
Class A common stock. These awards reflect Mr. Field's success in the pursuit of
strategic acquisitions and the significant growth in same station revenue growth
and broadcast cash flow achieved by the company. In determining the level of
bonus paid to Joseph M. Field in 1999, the compensation committee, in addition
to consideration of Joseph M. Field's individual performance, took particular
note of our overall increased revenues and successful equity offerings during
1999, as well as our continued expansion through the successful completion of
our acquisition of 41 stations from Sinclair Broadcasting Group, Inc. and its
subsidiaries in December 1999.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), imposes
limitations upon the federal income tax deductibility of compensation paid to
our chief executive officer and to each of our other four most highly
compensated executive officers. Under these limitations, we may deduct such
compensation only to the extent that during any fiscal year the compensation
paid to any such officer does not exceed $1,000,000 or meets certain specified
conditions (such as certain performance-based compensation that has been
approved by our shareholders). Based on our current
15
<PAGE> 16
compensation plans and policies and proposed regulations interpreting the
Internal Revenue Code, we believe that, for the near future, there is not a
significant risk that we will lose any significant tax deduction for executive
compensation. Our compensation plans and policies may be modified if we and our
compensation committee determine that such an action is in the best interests of
our shareholders.
The committee is currently comprised of Mr. Hannon and Doctors Ginley
and Kean, each a non-employee director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 1, 2000
regarding the beneficial ownership of our common stock by:
- each person known by us to beneficially own more than 5% percent
of any class of our common stock;
- each of our directors and Named Executive Officers; and
- all of our directors and executive officers as a group.
Each shareholder possesses sole voting and investment power with
respect to the shares listed, unless otherwise noted.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK(1) CLASS B COMMON STOCK(2)
--------------------------- -----------------------------
NUMBER NUMBER PERCENT
OF SHARES OF SHARES OF TOTAL PERCENT OF
BENEFICIALLY PERCENT BENEFICIALLY PERCENT ECONOMIC TOTAL
NAME OWNED(3) OF CLASS OWNED(3) OF CLASS INTEREST VOTING POWER
- ---- ------------ -------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Joseph M. Field(4)(5) ...... 2,004,405 6.0% 9,602,555 92.9% 25.7% 72.0%
David J. Field(4)(6) ....... 2,292,094 6.9 749,250 7.1 6.7 7.1
John C. Donlevie ........... 6,339 * -- -- * *
Stephen F. Fisher .......... 5,000 * -- -- * *
Herbert Kean, M.D .......... 1,071,590 3.2 -- -- 2.4 *
S. Gordon Elkins(4)(7) ..... 3,179,433 9.6 -- -- 7.0 2.3
Thomas H. Ginley, M.D.(8) . 879,120 2.6 -- -- 1.9 *
Lee Hague .................. 1,389 * -- -- *
Marie H. Field(4)(9) ....... 2,004,405 6.0 180,000 1.7 4.8 1.4
Nancy E. Field(10) ......... 1,587,400 4.8 -- -- 3.5 1.1
Michael R. Hannon(11) ...... -- -- -- -- 3.1 --
David J. Berkman ........... 5,500 * -- -- * *
ChaseEquity Associates,
L.P.(11)
380 Madison Avenue ......... -- -- -- -- 3.1 --
New York, NY 10017
Putnam Investments, Inc.(12)
One Post Office Square ..... 5,692,869 17.1 -- -- 12.6 4.1
Boston, MA 02109
Janus Capital
Corporation(13)
100 Fillmore Street ........ 3,625,905 10.9 8.0 2.6
Denver, CO 80206
All directors and
executive officers as a
group (12 persons) ...... 6,999,876 21.0 10,531,805 100.0 38.8 81.0
</TABLE>
- ------------------
* Less than one percent.
(1) The number of shares of Class A common stock includes the shares of Class
A common stock issuable upon conversion of the outstanding shares of
Class C common stock but does not include the shares of Class A common
stock issuable upon conversion of the outstanding shares of Class B
common stock. The number of shares of Class A common stock also includes
all issued shares of restricted stock.
16
<PAGE> 17
(2) The Class A common stock and the Class B common stock vote together as a
single class on all matters submitted to a vote of shareholders. Each
share of Class A common stock is entitled to one vote. Each share of
Class B common stock is entitled to ten votes, except: (1) any share not
voted by either Joseph M. Field or David J. Field is entitled to one
vote; (2) the holders of Class A common stock, voting as a separate
class, are entitled to elect two directors; (3) each share of Class B
common stock is entitled to one vote with respect to any "going private"
transactions under the Exchange Act; and (4) as required by law. The
shares of Class B common stock are convertible in whole or in part, at
the option of the holder, subject to certain conditions, into the same
number of shares of Class A common stock. See "Description of Capital
Stock."
(3) Shares beneficially owned and percentage ownership are based on
33,261,202 shares of Class A common stock, 10,531,805 shares of Class B
common stock and 1,396,836 shares of Class C common stock outstanding as
of March 1, 2000.
(4) The address of these shareholders is 401 City Avenue, Suite 409, Bala
Cynwyd, Pennsylvania 19004.
(5) Includes (1) 1,771,500 shares of Class A common stock beneficially owned
by Marie H. Field, wife of Joseph M. Field, (2) 82,805 shares of Class A
common stock held of record by Joseph M. Field as trustee of a trust for
the benefit of a sister of Marie H. Field and (3) 150,000 shares of Class
A common stock beneficially owned by Joseph M. Field as a director and
officer of the Joseph and Marie Field Foundation.
(6) Includes (1) 483,000 shares of Class A common stock held of record by
David J. Field as co-trustee of a trust for the benefit of Nancy E.
Field, (2) 638,150 shares of Class A common stock held of record by David
J. Field as co-trustee of a trust for the benefit of David J. Field and
his children and (3) 1,170,944 shares of Class A common stock held of
record by David J. Field as co-trustee of two trusts for the benefit of
the descendants of David J. Field and Nancy E. Field.
(7) Includes (1) 1,170,844 shares of Class A common stock held of record by
Mr. Elkins as co-trustee of two trusts for the benefit of the descendants
of David J. Field and Nancy E. Field, respectively (2) 638,150 shares of
Class A common stock held of record by Mr. Elkins as co-trustee of a
trust for the benefit of David J. Field and his children, (3) 663,150
shares of Class A common stock held of record by Mr. Elkins as co-trustee
of a trust for the benefit of Nancy E. Field and her children, (4)
554,900 shares of Class A common stock held of record by Mr. Elkins as
trustee of a trust for the benefit of Marie H. Field and (5) 150,000
shares of Class A common stock beneficially owned by Mr. Elkins as a
director and officer of the Joseph and Marie Field Foundation.
(8) Includes (1) 731,120 shares of Class A common stock held by Dr. Ginley in
joint tenancy with his spouse, (2) 74,000 shares of Class A common stock
owned of record by his spouse and (3) 74,000 shares of Class A common
stock held of record by his spouse as co-trustee of two trusts for the
benefit of their children.
(9) Includes (1) 250,000 shares of Class A common stock held of record by
Marie H. Field as co-trustee of a trust for the benefit of David J.
Field, (2) 483,000 shares of Class A common stock held of record by Marie
H. Field as co-trustee of a trust for the benefit of Nancy E. Field, (3)
82,805 shares of Class A common stock held of record by Joseph M. Field,
husband of Marie H. Field, as trustee of a trust for the benefit of a
sister of Marie H. Field and (4) 150,000 shares of Class A common stock
beneficially owned by Marie H. Field as a director and officer of the
Joseph and Marie Field Foundation. Does not include 9,602,555 shares of
Class B common stock held by Joseph M. Field, Marie H. Field's spouse.
See Note 2 above.
(10) Includes (1) 250,000 shares of Class A common stock held of record by
Nancy E. Field as co-trustee of a trust for the benefit of David J. Field
and (2) 663,150 shares of Class A common stock held of record by Nancy E.
Field as co-trustee of a trust for the benefit of Nancy E. Field and her
children.
(11) Chase Equity Associates, L.P., an affiliate of Chase Capital, owns
1,395,669 shares of Class C common stock which represents 99.9% of the
class. The shares of Class C common stock have no voting rights except as
otherwise required by law. Michael R. Hannon, one of our directors, is a
general partner of Chase Capital and individually owns 1,167 shares of
Class C common stock. Mr. Hannon exercises shared investment and voting
power with respect to the shares owned by Chase Equity Associates, L.P.,
but disclaims beneficial ownership. The address for Mr. Hannon is 380
Madison Avenue, New York, New York 10017.
(12) Includes 5,414,349 shares owned by Putnam Investment Management, Inc. and
278,520 shares owned by The Putnam Advisory Company, Inc., both
affiliates of Putnam Investments, Inc. Putnam Investments Inc., has
shared voting power with respect to 105,600 shares and shared investment
power with respect to all 5,692,869 shares. Putnam Investment Management,
Inc. exercises voting power over none of the shares, but has shared
investment power with respect to
17
<PAGE> 18
5,414,349 shares. The Putnam Advisory Company, Inc. exercises shared
voting power over 105,600 shares and shared investment power over 278,520
shares.
(13) Janus Capital Corporation exercises sole voting and sole investment power
over all 3,652,905 shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who own more than ten percent of a
registered class of our equity securities ("Reporting Persons"), to file reports
of beneficial ownership (Forms 3, 4 and 5) of our equity securities with the
Commission and the New York Stock Exchange. Based solely on our review of Forms
3, 4 and 5 and amendments thereto furnished to us, we believe the Reporting
Persons of Entercom were in compliance with these requirements for fiscal 1999
except that Thomas H. Ginley's Form 3 was filed late and a Form 4 for Herbert
Kean was filed late.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
S. Gordon Elkins, one of our directors, is affiliated with the law firm
of Stradley, Ronon, Stevens & Young. This firm has served as our outside counsel
on various matters.
Michael R. Hannon, one of our directors, is a general partner of Chase
Capital Partners. In May 1996, Chase Capital acquired a convertible subordinated
promissory note from us for $25 million. The convertible subordinated note was
converted into 2,327,500 shares of our Class A common stock and 1,995,669 shares
of our Class C common stock immediately prior to our initial public offering.
Chase Capital was a selling shareholder in our initial public offering in
January 1999 and received net proceeds of $49.2 million from the sale of all of
its Class A common stock.
On May 21, 1996, we entered into a registration rights agreement, dated
as of May 21, 1996, with Chase Equity Associates, L.P., an affiliate of Chase
Capital Partners. The agreement grants Chase Equity Associates and Chase Capital
the right to require us, subject to certain limitations, to effect one "demand"
registration statement under the Securities Act for the sale of their shares of
our common stock. Chase Equity Associates is the beneficial owner of all of our
outstanding Class C common stock.
On May 6, 1999, Chase Equity Associates entered into an agreement with
the underwriters of the initial public offering in which (1) the underwriters
released Chase Equity Associates from their 180 day lock-up agreement with
respect to the sale of 300,000 shares of Class A common stock and (2) Chase
Equity Associates agreed that all further sales or dispositions of Class A
common stock, except sales pursuant to the registration rights agreement, shall
be made through a nationally recognized underwriter that we designate.
18
<PAGE> 19
PROPOSAL 3
RATIFICATION OF AUDITORS
Our board of directors, upon the recommendation of the audit committee,
has appointed Deloitte & Touche LLP to serve as our independent auditors for the
2000 fiscal year. This appointment is subject to your ratification. Our
management considers Deloitte & Touche LLP to be well qualified.
Representatives of Deloitte & Touche LLP are expected to be present at
the annual meeting. They will have an opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions.
The favorable vote of at least a majority of the votes of the shares of
Class A and Class B common stock present in person or by proxy and voting at a
meeting at which a quorum is present is required for ratification of the
appointment of independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR SUCH APPOINTMENT.
19
<PAGE> 20
OTHER MATTERS
We do not know of any other matters to be presented at the annual
meeting other than those discussed in this proxy statement. If however, other
matters are properly brought before the annual meeting, your proxies will be
able to vote those matters at their discretion.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
In order for shareholder proposals to be included in the proxy
statement for the 2001 annual meeting, we must receive them no later than
December 8, 2000. To be considered for inclusion in our proxy statement for that
meeting, shareholder proposals must be in compliance with Rule 14a-8 under the
Exchange Act and with our bylaws. They must also be submitted in writing by
notice delivered to the Corporate Secretary, Entercom Communications Corp., 401
City Avenue, Suite 409, Bala Cynwyd, Pennsylvania 19004.
Our bylaws require that for director nominations to be properly brought
before an annual meeting by a shareholder, the shareholder must have given
notice no later than March 3, 2001. This notice requirement is a separate
requirement from the requirement above relating to inclusions of shareholder
proposals in a proxy statement. For such nomination to be included in the proxy
materials, it must set forth:
- the shareholder's name and address;
- the number of shares of our common stock the shareholder held of
record, owned beneficially and represented by proxy as of the date
of the notice;
- such information regarding each nominee as would have been
required to be included in a proxy statement filed pursuant to
Regulation 14A of the Exchange Act had proxies been solicited with
respect to such nominee by management or our board of directors;
- a description of all arrangements or understandings among the
shareholder and each nominee and any other person or persons
pursuant to which such nomination or nominations are to be made by
the shareholder; and
- the consent of each nominee to serve as director if elected.
Any such nomination must be submitted in writing by notice delivered to
the Corporate Secretary at the address set forth above.
If we have not received notice on or before February 21, 2001 of any
matter a shareholder intends to propose for a vote at the 2001 annual meeting,
then a proxy solicited by the board of directors may be voted on such matter in
the discretion of the proxy holder.
ANNUAL REPORT
We are mailing a copy of our 1999 Annual Report together with this
proxy statement to shareholders of record on the annual meeting record date. Any
shareholder who desires additional copies may obtain one, without charge, by
addressing a request to the Corporate Secretary, Entercom Communications Corp.,
401 City Avenue, Suite 409, Bala Cynwyd, Pennsylvania 19004.
20
<PAGE> 21
ANNUAL MEETING OF SHAREHOLDERS
OF ENTERCOM COMMUNICATIONS CORP.
The 2000 Annual Meeting of Shareholders of Entercom Communications
Corp. will be held on Tuesday May 2, 2000 at the Radnor Hotel, 591 East
Lancaster Ave., St. Davids, Pennsylvania, 19087. The meeting will begin at 10:00
a.m., with a continental breakfast being provided to shareholders attending the
meeting. Doors to the meeting will open at 9:30 a.m.
Directions and Accommodations:
RADNOR HOTEL
591 EAST LANCASTER AVENUE
ST. DAVIDS, PA 19087
610-688-5800
DIRECTIONS:
From Downtown Philadelphia - I-76 West to I-476 South (Blue Route). Follow I-476
South to US-30 exit (Villanova-St. Davids), keep left at the fork in the ramp.
Turn left onto Lancaster Avenue/US 30 West. Proceed to Radnor Chester Road, turn
right into Radnor Hotel.
From Philadelphia International Airport - Interstate 95 South to I-476 North
(Blue Route). Follow I-476 North to the US-30 exit (Villanova-St. Davids), keep
left at the fork in the ramp. Turn left onto Lancaster Avenue/US 30 West.
Proceed to Radnor Chester Road, turn right into Radnor Hotel.
21
<PAGE> 22
ENTERCOM COMMUNICATIONS CORP.
PROXY FOR CLASS A COMMON STOCK
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 2, 2000 AT 10:00 A.M.
The undersigned holder of Class A common stock, par value $0.01, of
Entercom Communications Corp. (the "Company") hereby appoints Joseph M. Field
and S. Gordon Elkins or either of them, proxies for the undersigned, each with
full power of substitution, to represent and to vote as specified in this proxy
all Class A common stock of the Company that the undersigned shareholder would
be entitled to vote if personally present at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on May 2, 2000 at 10:00 a.m. local time, at
the Radnor Hotel, 591 East Lancaster Ave., St. Davids, Pennsylvania, 19087, and
at any adjournments or postponements of the Annual Meeting. The undersigned
shareholder hereby revokes any proxy or proxies heretofore executed for such
matters.
This proxy, when properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR each of the proposals and in the discretion of the
proxies as to any other matters that may properly come before the Annual
Meeting. The undersigned shareholder may revoke this proxy at any time before it
is voted by delivering to the Corporate Secretary of the Company either a
written revocation of the proxy or a duly executed proxy bearing a later date,
or by appearing at the Annual Meeting and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE
ENCLOSED RETURN ENVELOPE. If you receive more than one proxy card, please sign
and return ALL cards in the enclosed envelope.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
22
<PAGE> 23
(Reverse)
Entercom Communications Corp.
1. Election of Class A Directors
[ ] FOR [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS
to vote for all nominees
listed below
Nominees: David J. Berkman and Michael R. Hannon. (INSTRUCTIONS: to
withhold authority to vote for any individual nominee, mark the
"EXCEPTIONS" box and write that nominee's name in the space provided
below.)
Exceptions:
_______________________________________________________________________
2. Election of Other Directors
[ ] FOR [ ] WITHHOLD AUTHORITY [ ] EXCEPTIONS
to vote for all nominees
listed below
Nominees: Joseph M. Field, David J. Field, John C. Donlevie, Herbert
Kean, S. Gordon Elkins, Thomas J. Ginley, Jr., Lee Hague and Marie H.
Field.
(INSTRUCTIONS: to withhold authority to vote for any individual
nominee, mark the "EXCEPTIONS" box and write that nominee's name in the
space provided below.)
Exceptions:
_______________________________________________________________________
3. Ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company to serve for the fiscal year 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any
adjournment thereof.
The undersigned acknowledges receipt of the accompanying Notice of
Annual Meeting of Shareholders and Proxy Statement in which Proposals 1, 2 and 3
are fully explained.
Signature: __________ Signature (if held jointly): ___________ Date:___________
Please date and sign exactly as your name(s) is (are) shown on the
share certificate(s) to which the proxy applies. When shares are held as
joint-tenants, both should sign. When signing as an executor, administrator,
trustee, guardian, attorney-in-fact or other fiduciary, please give full title
as such. When signing as a corporation, please sign in full corporate name by
President or other authorized officer. When signing as a partnership, please
sign in partnership name by an authorized person.
23
<PAGE> 24
ENTERCOM COMMUNICATIONS CORP.
PROXY FOR CLASS B COMMON STOCK
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 2, 2000 AT 10:00 A.M.
This undersigned holder of Class B common stock, par value $0.01, of Entercom
Communications Corp. (the "Company") hereby appoints Joseph M. Field and S.
Gordon Elkins or either of them, proxies for the undersigned, each with full
power of substitution, to represent and to vote as specified in this proxy all
Class B common stock of the Company that the undersigned shareholder would be
entitled to vote if personally present at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on May 2, 2000 at 10:00 a.m. local time, at
the Radnor Hotel, 591 East Lancaster Ave., St. Davids, Pennsylvania, 19087, and
at any adjournments or postponements of the Annual Meeting. The undersigned
shareholder hereby revokes any proxy or proxies heretofore executed for such
matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR each of the proposals and in the discretion of the proxies as to
any other matters that may properly come before the Annual Meeting. The
undersigned shareholder may revoke this proxy at any time before it is voted by
delivering to the Corporate Secretary of the Company either a written revocation
of the proxy or a duly executed proxy bearing a later date, or by appearing at
the Annual Meeting and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 2 and 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.
ENTERCOM COMMUNICATIONS CORP.
2. Election of Other Directors
<TABLE>
<S> <C>
[ ] FOR [ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
<S> <C>
[ ] FOR [ ] EXCEPTIONS
</TABLE>
Nominees: Joseph M. Field, David J. Field, John C. Donlevie, Herbert Kean, S.
Gordon Elkins, Thomas J. Ginley, Jr., Lee Hague and Marie H. Field.
(INSTRUCTIONS: to withhold authority to vote for any individual nominee, mark
the "EXCEPTIONS" box and write that nominee's name in the space provided below.)
Exceptions:
- --------------------------------------------------------------------------------
(Continued and to be signed on reverse side)
<PAGE> 25
(Reverse)
3. Ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company to serve for the fiscal year 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement in which Proposals 2 and 3 are fully
explained.
Date:
------------------------------
------------------------------
Signature
------------------------------
Signature (if held jointly)
PLEASE DATE AND SIGN EXACTLY
AS YOUR NAME(S) IS (ARE) SHOWN
ON THE SHARE CERTIFICATE(S) TO
WHICH THE PROXY APPLIES. WHEN
SHARES ARE HELD AS
JOINT-TENANTS, BOTH SHOULD
SIGN. WHEN SIGNING AS AN
EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN,
ATTORNEY-IN-FACT OR OTHER
FIDUCIARY, PLEASE GIVE FULL
TITLE AS SUCH. WHEN SIGNING AS
A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED
OFFICER. WHEN SIGNING AS A
PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AN
AUTHORIZED PERSON.
