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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
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14a-6(e)(2))
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COMSAT CORPORATION
(Name of Registrant as Specified In Its Charter)
PROVIDENCE CAPITAL, INC./WYSER-PRATTE & CO., INC.
(Name of Person(s) Filing Proxy Statement)
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News Release MacKenzie Partners, Inc.
156 Fifth Avenue
CONTACT: New York, NY 10010
Stanley J. Kay, Jr. 212 929-5500
MacKenzie Partners, Inc. FAX 212 929-0308
212/929-5940
FOR IMMEDIATE RELEASE:
PROVIDENCE/WYSER-PRATTE NAME NOMINEES FOR COMSAT BOARD.
NEW YORK, NY, May 1, 1997 -- Herbert A. Denton, President of Providence Capital,
Inc., and Guy P. Wyser-Pratte, President of Wyser-Pratte & Co., Inc., announced
that Providence had today submitted to COMSAT Corporation (NYSE: CQ) the names
of nine nominees for election to COMSAT's Board of Directors at the annual
meeting of shareholders to be held on Friday, August 15, 1997.
The nine individuals nominated by Providence are:
o Robert W. Anestis, President of Anestis & Company,
o Melvin L. Cooper, Chairman of the Board and Chief Executive Officer of The
Union Corporation,
o Thomas M. Davidson, President and Chief Executive Officer of International
Technologies, Inc.,
o Bruce W. Fennie of Bruce Fennie & Associates,
o Lawrence C. McQuade, Chairman of Qualitas International and former Vice
Chairman of Prudential Mutual Fund Management,
o David C. Mitchell, a director of C-Tec Corporation and recently retired from
his position as President of the Telephone Group of Frontier Corp.,
o David R. Morris, Senior Executive Associate of Burdeshaw Associates, Inc. and
a retired admiral with the U.S. Navy,
o A. Alex Porter, President and treasurer of Porter, Felleman Inc., and
o Larry G. Schafran, Managing General Partner of L.G. Schafran & Associates and
Chairman of the executive Committee of Dart Group Corporation.
A total of twelve directors will be elected at COMSAT's 1997 Annual Meeting. In
addition to the nominations, Providence also notified COMSAT of its intention to
propose the adoption by the shareholders at the 1997 Annual Meeting of a
resolution requesting the Board of Directors to eliminate voting restrictions
applicable to holders of more than 5% of the Company's shares.
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Providence/Wyser-Pratte
May 1, 1997
Page Two
Mr. Denton and Mr. Wyser-Prate said: "We are pleased that such an accomplished
group of individuals have agreed to run for election to COMSAT's Board of
Directors at the 1997 Annual Meeting now scheduled for August 15, 1997.
Providence's nominations were made in accordance with COMSAT's recently revised
by-law procedures. The present Board of Directors and management of COMSAT must
now adhere to democratic principles and allow the Company's share- holders the
opportunity to exercise their right to choose between the Providence nominees
and whomever the present Board chooses to nominate at the 1997 Annual Meeting
without resort to additional legal stratagems or any further delay. We look
forward to a full and fair discussion of the issues facing COMSAT."
# # #
PARTICIPANT INFORMATION
Mr. Guy P. Wyser-Pratte owns beneficially 1,454,100 shares of common stock,
representing approximately 2.97% of COMSAT. This includes shares owned directly
by Mr. Wyser-Pratte and shares owned by investment partnerships and other
managed accounts for which affiliates of Wyser-Pratte & Co., Inc. are the
general partner or investment manager. Other than Mr. Wyser-Pratte, no other
officer of Wyser-Pratte & Co., Inc. owns any common shares of COMSAT. The
principal offices of Wyser-Pratte & Co., Inc. are located at 63 Wall Street, New
York, NY 10005.
Providence Capital, Inc. owns beneficially 15,100 common shares of the Company
and options to purchase 40,000 additional common shares. Providence Investors,
LLC, a private investment vehicle organized as a limited liability company of
which Mr. Herbert Denton is a managing member, owns 25,000 shares of the
Company's common stock and options to purchase 5,000 additional shares of common
stock. Mr. William Tapert, an employee of Providence Capital, Inc. owns options
to purchase 2,000 common shares. Mr. Gregory Morey, a managing member of
Providence Investors, LLC, owns 5,000 common shares.
Providence Investors, LLC owns 10,000 common shares of Ascent Entertainment, a
subsidiary of COMSAT.
The individuals who have been nominated for election to COMSAT's Board of
Directors by Providence Capital, Inc. may be deemed participants. Their identity
and the number of COMSAT shares owned, directly or indirectly by each, are as
follows: Robert W. Anestis (2,000), Melvin L. Cooper (1,000), Thomas M. Davidson
(20), Bruce W. Fennie (1,000), Lawrence C. McQuade (0), David C. Mitchell (900),
David R. Morris (250), A. Alex Porter (44,500), and Larry G. Schafran (0).
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Providence/Wyser-Pratte
May 1, 1997
Page Three
Collectively, the nominees own less than 1% of COMSAT's common shares.
The three managing members of Providence Investors, LLC, -- Mr. Denton, Mr.
Morey and Mr. Frederick Whitridge, Jr. -- each own 11.1% of Providence
Investors, LLC. Mr. Denton owns 100% of Providence Capital, Inc. and of Pacific
Equity Limited. Except for Mr. Tapert and Mr. Morey, none of the managing
members of Providence Investors, LLC and none of the officers or employees of
Providence Capital, Inc. own any shares of the Company's common stock. The
principal offices of Providence Capital, Inc. and Providence Investors, LLC are
located at 730 Fifth Avenue, New York, NY 10019.
The principal office of Pacific Equity Limited is located at 11 Duddell Street,
Central, Hong Kong.
Pacific Equity Limited owns of record (but not beneficially) 60,000 common
shares.
Collectively, Providence, Providence Investors, Pacific Equity Limited, the
managing members of Providence Investors and the employees of Providence own
less than 1% of COMSAT's common shares.
Other participants may include Eric Longmire, Senior Managing Director of
Wyser-Pratte & Co., Inc. and Adam Weiss, an employee of Providence Capital, Inc.
Providence and Wyser-Pratte & Co., Inc. have agreed that any expenses incurred
in their solicitation activities with respect to COMSAT will be borne in equal
shares and that Providence shall be entitled to 10% of the net profits, if any,
realized upon the sale or other disposition of any COMSAT shares owned by
Wyser-Pratte Management Co., Inc.
