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PRELIMINARY COPY
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COMSAT Corporation
(Name of Registrant as Specified In Its Charter)
PROVIDENCE CAPITAL, INC./WYSER-PRATTE & Co., Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
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News Release MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY
CONTACT: 212 929-5500
Stanley J. Kay, Jr. FAX 212 929-0308
MacKenzie Partners, Inc.
212/929-5940
FOR IMMEDIATE RELEASE:
COMSAT SHAREHOLDERS CHALLENGE COMSAT BOARD TO HOLD
ANNUAL MEETING BY JUNE 9, ELIMINATE VOTING RESTRICTION.
To Drop Call for Special Meeting If Company Agrees.
NEW YORK, NY, April 10, 1997--Guy P. Wyser-Pratte, President of
Wyser-Pratte and Co., Inc. and Herbert A. Denton, President of
Providence Capital, Inc. announced that they sent a letter yesterday to
C.J. Silas, Chairman of the Board of COMSAT Corporation (NYSE: CQ)
offering to drop their solicitation to call a special meeting if the
Company agrees to hold its 1997 Annual Meeting of Shareholders by June
9, 1997 and to eliminate the voting limitations on holders owning more
than 5% of COMSAT's common shares.
Mr. Wyser-Pratte and Mr. Denton said, "We agree with COMSAT that the
Company should not need to face several proxy solicitations. But the
Board and management will leave us with no choice but to pursue this
course of action, if they do not agree to hold the Annual Meeting by
June 9 without discriminatory restrictions on the voting rights of 5%
holders."
"The Company's Annual Meeting," they continued, "has traditionally been
held in May, and the Board initially set a March 27, 1997 record date
for a May 16 Annual Meeting, which they then postponed indefinitely, for
inadequate reasons. It is COMSAT's Board that is forcing us to take
action. They're the ones who postponed the Annual Meeting--not us."
Mr. Wyser-Pratte and Mr. Denton concluded, "It's ludicrous for COMSAT to
complain that holding a required Annual Meeting on time or a Special
Meeting at the request of shareholders is a waste of money and time.
There is nothing more important than shareholders participating in the
democratic process of annually electing those who they believe are best
qualified to act as fiduciaries in the management of their corporation.
This Board's lack of understanding of their accountability to its
shareholders is endemic of the serious problems at COMSAT."
# # #
LETTER TO C.J. SILAS AND PARTICIPANT INFORMATION FOLLOWS
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Providence/Wyser-Pratte
April 10, 1997
Page Two
April 9, 1997
Mr. C.J. Silas
Chairman of the Board of Directors
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, Maryland 20817
Dear Mr. Silas:
We note press reports on comments made by COMSAT's representatives that
our proposals may require three separate proxy contests over the next
six to nine months and, as such, are wasting money and distracting
management.
We do not agree that consideration of our proposals would be a waste of
money or a distraction. Nevertheless, we would be willing to drop our
call for a Special Meeting if the Board of COMSAT agreed (i) to schedule
its 1997 Annual Meeting by Monday, June 9, 1997 and (ii) to remove the
restrictions on the voting rights of shareholders who own more than 5%
of the Company's shares.
We look forward to the favor of your reply to our suggestion, not later
than 5:00 p.m. Friday, April 11, 1997.
Sincerely,
/s/ Herbert A. Denton /s/ Guy P. Wyser-Pratte
Herbert A. Denton Guy P. Wyser-Pratte
President President
Providence Capital, Inc. Wyser-Pratte & Co.
cc: The Board of Directors of COMSAT Corporation
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Providence/Wyser-Pratte
April 10, 1997
Page Three
ADDITIONAL INFORMATION
Mr. Guy P. Wyser-Pratte owns beneficially 1,253,400 shares of common stock,
representing approximately 2.56% 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 11,100 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 2,500 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. 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.
Other participants may include Eric Longmire, Senior Managing Director of
Wyser-Pratte & Co., Inc. and Adam Weiss, an employee of Providence Capital, Inc.
