SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Price Communications Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
741437305
(CUSIP Number)
Peter G. Samuels, Esq.
1585 Broadway
New York, New York 10036
(212) 969-3335
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 5, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box /__/.
Check the following box if a fee is being paid with the statement
/__/. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages(s))<PAGE>
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
CUSIP NO. 741437305
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Price
052241539
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) /__/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/__/
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
2,258,335
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
524,191
10. SHARED DISPOSITIVE POWER
1,734,144
________________________________________________________________
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,258,335
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 2 amends and restates this Schedule
13D in its entirety as required by the EDGAR Rules of the
Securities and Exchange Commission.
Item 1. Security and Issuer
Common Stock, par value $.01 per share
("Common Stock")
Price Communications Corporation (the
"Company")
45 Rockefeller Plaza
New York, New York 10020
Item 2. Identity and Background
(a) Name
Robert Price
(b) Residence or Business Address
45 Rockefeller Plaza
New York, New York 10020
(c) Present principal occupation or employment
and the name, principal business and address
of any corporation or other organization in
which employment is conducted.
Director, President, Chief Executive Officer
and Treasurer
Price Communications Corporation
45 Rockefeller Plaza
New York, New York 10020
(d) and (e) Certain Legal Proceedings
The Reporting Person has not been convicted,
or subject to a judgment, decree or final
order in any of the types of proceeding
enumerated in Items 2(d) and 2(e) of Schedule
13D.
(f) Citizenship
United States
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Robert Price supplied the funds to acquire
the 524,191 shares of Common Stock reported
under Item 5.
Item 4. Purpose of Transaction
The 524,191 shares of Common Stock reported under
Item 5 was acquired as an investment. Mr. Price's
rights with respect to another 1,734,144 shares
are assignable and he may assign his rights with
respect to all or a portion of such shares.
The Reporting Person has no plans or proposals
which would result in any transaction enumerated
in Items 4(b) through (j). From time to time Mr.
Price may acquire or dispose of additional
securities of the issuer. Also, as a director of
Price Communications Corporation, Mr. Price may
participate in decisions relating to the
acquisition or disposition of its securities by
Price Communications Corporation.
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number and Percentage of Shares of
Common Stock Outstanding Beneficially Owned by
Reporting Person
As of December 5, 1994, Mr. Price beneficially
owned 2,258,335 shares of Common Stock or 24.1% of
the shares outstanding on that date. The amount
of shares set forth above does not include the
following:
(i) Under the Company's Long Term Incentive
Plan, on February 10, 1994, Mr. Price
was granted an option to acquire 500,000
shares of Common Stock at an exercise
price of $3.75 per share, subject to
adjustment as provided in the Stock
Option Agreement between Mr. Price and
the Company, (the "Stock Option
Agreement") dated as of February 10,
1994. Each Option may be exercised at
any time in whole or in part, whether or
not Mr. Price is employed by the Company
at the time of exercise, during the
period (i) beginning on the earlier of
(x) the day immediately succeeding the
date on which the average Fair Market
Value of the Common Stock for any period
of ten consecutive trading days (i.e.,
the sum of such Fair Market Values for
such ten days, divided by ten) first
equals or exceeds $12 and (y) February
10, 2001, and (ii) terminating on
February 10, 2004. The options also
become exercisable upon the "incapacity"
of Mr. Price or the termination of Mr.
Price's employment for "good reason" or
"without cause", as those quoted terms
are defined in the Stock Option
Agreement, or a "change in control" of
the Company, as that quoted term is
defined in the Company's Long Term
Incentive Plan.
In its sole discretion, the Company's
Stock Option Committee may provide for
the purchase of any then outstanding
Options by the Company or a designated
subsidiary for an amount of cash equal
to the excess of (i) the product of the
Change in Control price (as defined
below) and the number of Shares subject
to the Options (ii) over the aggregate
Option Price of such Options. The
Change in Control price means the higher
of (i) the highest price per share of
Common Stock paid in any transaction
related to a Change in Control of the
Company, or (ii) the highest Fair Market
Value of the Common Stock at any time
during the 60-day period preceding the
Change in Control.
(b) Number of Shares and Power to Vote
Mr. Price currently has the sole power to vote the
shares listed under Item 5(a); and the sole power
to dispose of 524,191 of the shares listed under
Item 5(a). He shares the power to dispose of the
remaining 1,734,144 shares.
(c) Description of Securities Transactions
On December 30, 1992, upon consummation of a plan
of reorganization of the Company (the
"Reorganization"), Mr. Price's incentive stock
options to acquire an aggregate of 26,250 shares
of Common Stock were canceled, his 50,000 shares
of Common Stock in the pre-Reorganization Company
were converted into 2,500 shares of Common Stock
in the post-Reorganization Company and his 500,000
shares of Junior Common Stock in the pre-
Reorganization Company were exchanged for 242,191
shares of Common Stock in the post-Reorganization
Company.
On February 1, 1994, Mr. Price made a gift of
20,500 shares of Common Stock.
On February 10, 1994, Mr. Price was granted stock
options to acquire 500,000 shares of Common Stock
at an exercise price of $3.75 per share. The
options are exercisable if the Fair Market Value
of the Company's Common Stock trades at an average
price of $12.00 per share for 10 consecutive
trading days or seven years from the date of the
grant (February 10, 2001), whichever date occurs
first.
On June 29, 1994, Mr. Price became entitled to
receive 10,746 shares of Common Stock as a bonus
under his Employment Agreement dated May 8, 1992.
On July 7, 1994, the Board of Directors of the
Company determined to pay Mr. Price $45,670.50 in
lieu of such stock bonus. Such Employment
Agreement (which provided for additional bonuses
payable in Common Stock) terminated when it was
superseded by a new Employment Agreement on
October 6, 1994.
On October 17, 1994, pursuant to a pro rata
dividend distribution under the Company's
Shareholders Rights Plan, Mr. Price received
224,191 Common Stock purchase rights ("Rights").
The Rights provide, in substance, that should
certain persons or groups acquire 20% or more of
the Company's Common Stock, each Right, other than
Rights held by the acquiring person or group,
would entitle its holder to purchase a specified
number of shares of Common Stock for 50% of their
then-current market value. Unless a 20%
acquisition has occurred, the Rights may be
redeemed by the Company at any time prior to the
termination date of the Plan. Initially, the
Rights will be attached to and trade with all
certificates representing shares of Common Stock
then outstanding, and no separate certificates
representing the Rights will be distributed. The
rights will become exercisable and transferable
separately from the Common Stock only if a new
person or group acquires 20% or more of the
Company's Common Stock. Such Rights also attached
to the Laifer Shares described below. Mr. Price
is a Permitted Transferee of the Laifer Shares
under the Rights Plan.
On December 5, 1994, Mr. Price obtained the right
to acquire up to 1,000,000 shares of Common Stock
(the "Laifer Shares") at an aggregate purchase
price of $6,550,000 pursuant to a Stock Purchase
Agreement (the "Agreement"), among Mr. Price,
certain sellers and Laifer Inc., dated as of
December 5, 1994.
Mr. Price acquired 300,000 of the Laifer Shares on
December 5, 1994. The 700,000 share balance of
the Laifer Shares must be acquired not later than
December 20, 1994 or Mr. Price loses his right to
acquire those shares.
In addition, under the Agreement, Mr. Price has a
right of first refusal to purchase any of the
1,034,144 shares of Common Stock (the "Additional
Laifer Shares"), currently beneficially owned by
Laifer Inc. ("Laifer") upon the terms that Laifer
or certain of its transferees propose to sell any
Additional Laifer Shares, provided that Mr. Price
agrees to buy all of the shares proposed to be
sold. Laifer has granted Mr. Price an irrevocable
proxy to vote the Laifer Shares and the Additional
Laifer Shares so long as they are beneficially
owned by Laifer.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Robert Price had an employment agreement with Price
Communications Corporation (the "Company") covering a
term expiring December 31, 1990. The agreement
provided for the grant of stock options to Mr. Price
over a period of ten years commencing on specified
events and/or performance achievements by the Company
and its subsidiaries. The number of shares, option
price and other terms and conditions of such options to
be determined by the Board of Directors, subject to
approval by the Company's shareholders.
See response to Item 5 for additional information.
<PAGE>
Item 7. Material to be Filed as Exhibits
(1) Amended Employment Agreement between Price
Communications Corporation and Robert Price,
incorporated by reference to Exhibit 10(ii) to
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1987 and Exhibit 10(c) to Post-
Effective Amendment No. 3 to Registration
Statement on Form S-1 (File No. 2-74431).
(2) Purchase Agreement for Junior Common Stock, dated
September 6, 1983, between Robert Price and Price
Communications Corporation, incorporated by
reference to Exhibit 10(f) to Post-Effective
Amendment No. 3 to Registration Statement on Form
S-1 (File No. 2-74431).
(3) Employment Agreement between Robert Price and
Price Communications Corporation, dated May 8,
1992, incorporated by reference to Exhibit 10(c)
to the Annual Report on Form 10-K for the year
ended December 31, 1992.
(4) Stock Option Agreement, dated as of February 10,
1994.
(5) Shareholders' Rights Plan, dated October 6, 1994,
incorporated by reference to a Current Report on
Form 8-K filed on December 5, 1994.
(6) Stock Purchase Agreement, dated as of December 5,
1994, among Robert Price, certain Sellers and
Laifer Inc.
(7) Plan of Reorganization, dated June 11, 1992,
incorporated by reference to Exhibit T3E to the
Application for Qualification on Form T-3 (File
No. 22-22110).
(8) Price Communications Corporation 1992 Long Term
Incentive Plan, incorporated by reference to
Exhibit 10(a) to the Annual Report on Form 10-K
for the year ended December 31, 1992.
<PAGE>
EXHIBIT A
Transactions Prior to
December 30, 1992 Consummation of Reorganization
Share amounts and prices for transactions and holdings have
not been adjusted for the effect of the Reorganization (under
which each share of Common Stock outstanding prior to the
consummation of the Reorganization was converted into 1/20 share
of Common Stock) nor for stock splits subsequent to the dates of
such transactions or holdings.
On January 26, 1987, Mr. Price received 159,837 shares
of Common Stock pursuant to a 5-for-4 stock split.
On June 3, 1987, Robert Price exercised employee stock
options and purchased 153,465 Shares of Common Stock at
$.72 per share.
On June 4, 1987, Robert Price exercised employee stock
options and purchased 98,218 Shares of Common Stock at
$1.12 per share.
On June 4, 1987, Robert Price gave 97,405 shares of
Common Stock to his children as a gift.
On September 21, 1987, Robert Price exercised employee
stock options and purchased 94,423 Shares of Common
Stock at $1.17 per share.
On September 24, 1987, Robert Price exercised employee
stock options and purchased 75,539 Shares of Common
Stock.
On October 5, 1987, Mr. Price had given as gifts 10,000
shares of Common Stock to his son, Steven Price; and
65,539 shares to his daughter, Eileen Price Farbman.
On January 19, 1988, Mr. Price received 250,000 shares
of Common Stock pursuant to a 5-for-4 stock split.
On November 15, 1988, Mr. Price had given as gifts
300,000 shares of Common Stock to his wife; 10,000
shares to his daughter, Eileen Price Farbman; 10,000
shares to his daughter as custodian for minor children;
and 10,000 shares to his son, Steven Price.
On February 1, 1989, Robert Price gave 200,000 shares
of Common Stock to his wife as a gift.
<PAGE>
(EXHIBIT A, continued)
On May 24, 1989, Mr. Price was granted an incentive
stock option to acquire 16,250 shares of Common Stock
at an exercise price of $5.91 per share, expiring on
May 24, 1999.
On June 26, 1989, Mr. Price received 180,000 shares of
Common Stock pursuant to a 5-for-4 stock split.
On November 1, 1990, Mr. Price had given as gifts
100,000 shares of Common Stock to his wife; and 100,000
shares to his daughter, Eileen Price Farbman.
On February 21, 1991, Mr. Price gave 200,000 shares of
Common Stock to his wife, Margery Price, as a gift.
On May 31, 1991, Mr. Price had given as gifts 150,000
shares of Common Stock to his son, Steven Price;
150,000 shares to his daughter, Eileen Price Farbman;
and 25,000 shares to his granddaughter, Alexandra Lyn
Farbman.
On October 23, 1991, Mr. Price had given as gifts
25,000 shares of Common Stock to his son, Steven Price;
25,000 shares to his daughter, Eileen Price Farbman;
25,000 shares to his granddaughter, Alexandra Lyn
Farbman; and 50,000 shares to his grandson, Leo Jake
Farbman.
<PAGE>
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
Amendment No. 2 of this statement is true, complete and correct.
Date: December 5, 1994
Signature: /s/ Robert Price
Robert Price
STOCK PURCHASE AGREEMENT
AGREEMENT, dated and effective as of December 5, 1994,
between ROBERT PRICE (the "Buyer") and the persons listed on the
signature page hereto (collectively, the "Seller") and LAIFER
INC. ("Laifer").
For and in consideration of the mutual promises and
covenants herein contained, the parties hereto agree as follows:
ARTICLE I.
Purchase and Sale
of the Shares
1.1 Agreement to Purchase and Sell. On the basis of
the representations, warranties and agreements contained herein
and subject to the terms and conditions hereof, the Seller shall
sell to the Buyer, and the Buyer shall purchase from the Seller,
an aggregate of 1,000,000 shares (the "Shares") of common stock,
par value of $.01 per share ("Common Stock"), of Price
Communications Corporation, a New York corporation (the
"Company"), for a purchase price of $6.55 per share or an
aggregate purchase price of $6,550,000 (the "Purchase Price"),
which shall be paid as follows:
(a) $1,965,000, by certified check, at the
Closing (as defined below) of the purchase of 300,000 shares of
Common Stock from Seller, to occur on December 5, 1994; and
(b) the balance of $4,585,000 by certified
check(s) in the per share amount provided under Section 1.1
above, at Closing(s) of the purchase of an aggregate of 700,000
shares of Common Stock from Seller, such Closing(s) to occur on
such date(s) (no later than December 20, 1994 (time being of the
essence with respect to such date)), as may be specified in
written notice(s) from Buyer to Seller, given no less than three
days prior to the date(s) of such respective Closing(s), which
notice(s) shall specify the number of shares to be purchased and
sold at such Closing(s).
The obligations of the Seller under this Article I
shall be to sell the number of shares of Common Stock set forth
opposite the respective names of such Sellers on Annex A hereto
(such sales to be made at the respective Closings hereunder pro
rata by each Seller in proportion to the number of shares set
forth opposite the name thereof on Annex A, or in such other
proportion as such Sellers may agree).
1.2 The Closings. The closings of the purchase and
sale of the Shares (the "Closings") shall take place at the
offices of Shereff, Friedman, Hoffman & Goodman, LLP, 919 Third
Avenue, New York, New York, or at such other place mutually
agreed upon by the Seller and the Buyer, at 10:00 a.m. (New York
City time) on the dates set forth in Section 1.1 above (the time
and date of the Closing is hereinafter referred to as the
"Closing Date"). On the Closing Date (i) the Seller shall sell,
assign and cause to be delivered to the Buyer and/or his
assign(s) stock certificates of the shares of Common Stock
purchased at that Closing issued in such names and denominations
as Buyer may request; and (ii) Buyer and/or its assign(s) shall
pay the Purchase Price for such shares to such parties as may be
specified by Laifer on behalf of Seller.
1.3 Assignability. The Buyer may assign any of its
rights or delegate any of its duties under this Article I,
provided that at the Closing the assignee confirms in writing
that the representation and warranties set forth in Article III
are true and correct with respect to it. The Seller may assign
any of its rights or delegate any of its duties under this
Article I, provided that at the Closing the assignee confirms in
writing that the representations and warranties set forth in
Article II are true and correct with respect to it and the Shares
to be sold by it. No assignment pursuant to this Section 1.3
shall relieve either Buyer or Seller of its liability under this
Agreement.
1.4 Conditions to Closing; Termination of Agreement.
The obligations of the Buyer to purchase and pay for the Shares,
as provided herein, and the obligations of the Seller to sell and
transfer the Shares, as provided herein, shall, in each case, be
subject to the continuing accuracy of the representations and
warranties of the other party contained herein. Since time is of
the essence, this Agreement shall be automatically terminated and
of no further force or effect (unless otherwise agreed to in
writing by the parties hereto), in the event all of the
Closing(s) are not held on or prior to December 20, 1994. In the
event that such termination is a result of Buyer's failure to
purchase the Shares or Buyer's breach of any provision of this
Agreement, then, in addition to any damages incurred as a
consequence thereof and any other rights or remedies the Seller
may have at law or in equity, this Agreement, including, without
limitation, the provisions set forth in Articles IV and V hereof,
shall be deemed terminated and shall be of no further force and
effect. The parties acknowledge that default by any Seller or
Laifer in its obligations under this Agreement would cause Buyer
to incur damages for which there is no adequate remedy at law;
and the parties consequently agree that, in addition to any other
remedies, any such default shall be subject to the remedy of
specific performance.
ARTICLE II.
Representations, Warranties, and Agreements of the Seller
The Seller, severally and not jointly, represents and
warrants to, and agrees with, the Buyer as follows:
2.1 Authorization. Such Seller has all requisite
power and authority to execute, deliver, and perform this
Agreement and to sell the Shares to the Buyer. This Agreement
has been duly authorized, executed, and delivered by such Seller,
is the legal, valid, and binding obligation of such Seller, and
is enforceable as to such Seller in accordance with its terms,
except as may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium, or other similar laws or
by legal or equitable principles relating to or limiting
creditors' rights generally. Laifer has been duly authorized by
such Seller to enter into this Agreement on behalf of such
Seller, including without limitation the provisions of Article IV
hereof which apply to the Shares of Common Stock set forth on the
signature page hereof beneficially owned by such Seller.
2.2 Consent. No consent, authorization, approval,
order, license, certificate, or permit of or from, or declaration
or filing with, any Federal, state, local, or other governmental
authority or of any court or other tribunal is required for the
execution, delivery, or performance of this Agreement by such
Seller. No consent of any party to any contract, agreement,
instrument, lease, license, arrangement, or understanding to
which such Seller is a party, or by which any of its properties
or assets is bound, is required for the execution, delivery, or
performance by such Seller of this Agreement.
2.3 Shares. Such Seller is the beneficial owner of
the number of Shares set forth under its name on the signature
page hereto, and the Shares are owned free and clear of all
liens, security interests, pledges, charges, encumbrances,
stockholders' agreements and voting trusts (other than any such
items created by this Agreement). Upon the Closing, following
receipt by such Seller (or its designees) of the Purchase Price
and delivery of the certificates evidencing the Shares to the
Buyer or its assignee, the Buyer or its assignee will have good
title to the Shares, free and clear of all liens, security
interests, pledges, charges, encumbrances, stockholders'
agreements and voting trusts (other than any such items created
by the Buyer or its assignee).
ARTICLE III.
Representations, Warranties, and Agreements of the Buyer
The Buyer represents and warrants to, and agrees with,
the Seller as follows:
3.1 Authorization. The Buyer has all requisite power
and authority to execute, deliver, and perform this Agreement and
to purchase the Shares from the Seller. This Agreement has been
duly authorized, executed, and delivered by the Buyer, is the
legal, valid, and binding obligation of the Buyer, and is
enforceable as to the Buyer in accordance with its terms, except
as may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium, or other similar laws or by legal or
equitable principles relating to or limiting creditors' rights
generally.
3.2 Consent. No consent, authorization, approval,
order, license, certificate, or permit of or from, or declaration
or filing with, any Federal, state, local, or other governmental
authority or of any court or other tribunal is required for the
execution, delivery, or performance of this Agreement by the
Buyer. No consent of any party to any contract, agreement,
instrument, lease, license, arrangement, or understanding to
which the Buyer is a party, or by which any of his properties or
assets is bound, is required for the execution, delivery, or
performance by the Buyer of this Agreement.
3.3 Exempt Transaction. The Buyer understands that
the Shares are being offered and sold pursuant to one or more
exemptions from the registration or qualification requirements of
the securities laws.
ARTICLE IV.
Right of First Refusal
From and after the date hereof until Laifer has sold or
otherwise transferred in bona fide good faith transactions all of
the 2,034,144 shares of Common Stock currently beneficially owned
by it, Laifer covenants and agrees with the Buyer that whenever
Laifer proposes to sell any shares of Common Stock, Laifer shall
follow the procedure set forth in this Article IV.
Prior to the sale by Laifer of shares of Common Stock,
Laifer shall notify the Buyer, or such person designated by the
Buyer in accordance with Section 6.1 to receive such notice, by
telephone call during days and hours in which the American Stock
Exchange ("Amex") is open for trading (the days on which the Amex
is open for trading, are referred to herein as "business days")
to the telephone number set forth in Section 6.1 (the "Offeror's
Call"), which notice shall be confirmed by facsimile transmission
as soon as practicable (and in no event later than 20 minutes)
after the termination of the Offeror's Call, of its intention to
sell a specified number of shares of Common Stock (the "Offered
Shares"), and the price (the "Price") at which it proposes to
make such sale. The Buyer shall have the right, but not the
obligation, to notify Laifer by telephone call to the telephone
number set forth in Section 6.1 (which notice shall be confirmed
by facsimile transmission as soon as practicable after the
termination of such telephone call) within one hour after the
termination of the Offeror's Call that the Buyer desires to
purchase all (but not less than all) of the Offered Shares,
provided, however, that if the number of Offered Shares is
200,000 or more, then the Buyer shall have 3 hours after the
termination of the Offeror's Call to notify Laifer that the Buyer
desires to purchase all (but not less than all) of the Offered
Shares. Failure to give such notice within the appropriate time
period shall constitute a waiver of the Buyer's right to purchase
the Offered Shares under this Article IV for the 24 hour period
specified below. Failure to place any such telephone call shall
be a breach of this Article IV, but failure to speak with a
person designated by Buyer or Laifer in Section 6.1 shall not be
deemed a breach of this Article IV, as long as Laifer or Buyer,
as the case may be, has placed the call, the telephone has been
answered and Laifer or Buyer, as the case may be, requested to
speak with the person or persons designated reasonably describing
the purpose of the call.
If the Buyer shall give Laifer timely notice that he
desires to purchase all (but not less than all) of the Offered
Shares, he or his assignee shall purchase such shares within 5
business days (time being of the essence) after the Buyer
notifies Laifer of his desire to purchase the Offered Shares at a
place and time mutually agreed upon by Laifer and the Buyer,
provided, however, that if the number of Offered Shares is
200,000 or more, then the Buyer shall have 10 business days (in
lieu of 5 business days), time being of the essence, after the
Buyer notifies Laifer of his desire to purchase the Offered
Shares to purchase such shares. In the event the Buyer or his
assignee fails to close a purchase of Offered Shares within the
aforesaid periods, whichever is applicable, then, in addition to
any damages incurred as a consequence thereof and any other
rights or remedies Laifer may have at law or in equity, this
Agreement, including, without limitation, the provisions set
forth in Articles IV and V hereof, shall be deemed terminated and
be of no further force or effect. If the Buyer does not elect to
purchase all of the Offered Shares within one hour or three
hours, whichever is applicable, then Laifer shall have the right
to sell the Offered Shares at a price equal to or greater than
the Price for a period of 24 hours after the expiration of such
one or three hour period, as applicable. The provisions of this
Article IV shall not apply to the bona fide good faith
distribution or other transfer of any shares of Common Stock by
Laifer to any affiliate or client of Laifer, to any partner or
affiliate of any such client (including, without limitation, any
partner of Hilltop Partners, L.P. or shareholder of Hilltop
Offshore Limited), or to any officer, director, shareholder or
employee of Laifer; provided, however, that the provisions of
this Article IV shall continue to apply to any shares so
distributed or transferred directly or indirectly to any officer,
director, employee or shareholder of Laifer and shall in any
event continue to apply to all shares distributed or transferred
under this sentence as to which Laifer has or retains beneficial
ownership (such term, as used in this Article IV and Article V
below, to include all shares beneficially owned within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934).
ARTICLE V.
Irrevocable Proxy
From and after the date hereof until Laifer has sold or
otherwise transferred in bona fide good faith transactions all of
the 2,034,144 shares of Common Stock currently beneficially owned
by it, Laifer and each Seller hereby appoints the Buyer as its
proxy to represent and vote all shares of Common Stock which
Laifer beneficially owns (either solely or together with such
Seller), with all powers Laifer possesses if voted by Laifer or
such Seller, including, without limitation, the power to execute
written consents, on all matters coming before holders of Common
Stock for vote or written consent. This proxy is coupled with an
interest, is irrevocable and shall be valid and remain in full
force and effect until the earlier of the date set forth in the
prior sentence and the tenth anniversary of the date hereof (and
Laifer and each Seller hereby agree, as contemplated by Section
620(a) of the New York Business Corporation Law, to vote all of
the aforesaid shares as directed by Buyer during the period and
to the extent provided herein), provided, however, that the proxy
granted hereby shall automatically expire and be void with
respect to any shares of Common Stock that Laifer sells,
distributes or otherwise transfers in a bona fide good faith
transaction to a person other than any officer, director,
employee or shareholder of Laifer so long as Laifer does not have
or retain beneficial ownership with respect to such sold,
distributed or transferred shares.
ARTICLE VI.
Miscellaneous
6.1 Communications. Except as otherwise provided
herein, all notices or other communications hereunder shall be in
writing and shall be given by registered or certified mail
(postage prepaid and return receipt requested), by an overnight
courier service which obtains a receipt to evidence delivery, or
by telex or facsimile transmission (provided that written
confirmation of receipt is provided), addressed as set forth
below:
If to the Buyer:
Robert Price
c/o Price Communications Corporation
45 Rockefeller Plaza
Suite 3201
New York, New York 10020
With a copy to:
Proskauer Rose Goetz & Mendelsohn
1585 Broadway
New York, New York 10036
Attention: Peter Samuels, Esq.
If to the Seller or Laifer:
Laifer, Inc.
114 West 47th Street
New York, New York 10036
Attention: Lance Laifer, President
With a copy to:
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
Attention: Gerald Adler, Esq.
or such other address as any party may designate to the other in
accordance with the aforesaid procedure. All notices and other
communications sent by overnight courier service shall be deemed
to have been given as of the next business day after delivery
thereof to such courier service, those given by telex or
facsimile transmission shall be deemed given when sent, and all
notices and other communications sent by mail shall be deemed
given as of the third business day after the date of deposit in
the United States mail.
All telephone calls and facsimile transmissions
pursuant to Section IV shall be to the following numbers (or such
other numbers as any party may designate to the other in
accordance with the procedures set forth in this Section 6.1):
If to the Buyer: Robert Price, or, in the
absence or unavailability of
Mr. Price, Kim Pressman, or, in the absence or
unava
ilabi
lity
of
Ms.
Press
man,
James
Kreps
.
Telephone Number: (212) 757-5600
Facsimile Number: (212) 397-3755
If to Laifer: Lance Laifer, Joan Gill or
Jeffrey Eisenberger (at least one of
whom shall be
available at
all times
during the one
or three hour
period
specified in
Article IV
above).
Telephone Number: (212) 921-4139
Facsimile Number: (212) 921-5177
6.2 Successors and Assigns. The Buyer may assign,
transfer or otherwise convey any of its rights or delegate any of
its duties under this Agreement and this Agreement shall be
binding on the Buyer and such assignee. This Agreement shall be
binding upon, inure to the benefit of, and be enforceable by, the
parties hereto and their respective successors, assigns, heirs
and personal representatives.
6.3 Amendments and Waivers. Neither this Agreement
nor any term hereof may be changed or waived (either generally or
in a particular instance and either retroactively or prospec-
tively) absent the written consent of both parties hereto.
6.4 Survival of Representations, Etc. The
representations, warranties, covenants, and agreements made
herein or in any certificate or document executed in connection
herewith shall survive the execution and delivery of this
Agreement, the delivery of the Shares to the Buyer and the
delivery of the Purchase Price to the Seller, irrespective of any
investigation made by or on behalf of either party hereto.
6.5 Delays or Omissions; Waiver. No delay or omission
to exercise any right, power, or remedy accruing to either party
hereto upon any breach or default by the other under this
Agreement shall impair any such right, power, or remedy nor shall
it be construed to be a waiver of any such breach or default, or
any acquiescence therein or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach
or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring.
6.6 Entire Agreement. This Agreement contains the
entire understanding of the parties with respect to the subject
matter hereof and all prior negotiations, discussions,
commitments, and understandings heretofore had between them with
respect thereto are merged herein.
6.7 Separability. If any provision of this Agreement
is invalid, illegal or unenforceable, the balance of this
Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless
remain applicable to all other persons and circumstances.
6.8 Headings. All article and section headings herein
are inserted for convenience only and shall not modify or affect
the construction or interpretation of any provision of this
Agreement.
6.9 Counterparts; Governing Law. This Agreement may
be executed in any number of counterparts, each of which shall be
deemed an original but all of which together shall constitute one
and the same instrument. This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State
of New York, without giving effect to conflict of laws.
<PAGE>
6.10 Further Actions. At any time and from time to
time, each party agrees, without further consideration, to take
such actions and to execute and deliver such documents as may be
reasonably necessary to effectuate the purposes of this
Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed on
the date hereinabove set forth.
Robert Price
LAIFER, INC.
By:
Name:
Title:
SELLERS:
Hilltop Partners, L.P.
Number of Shares owned: 993,100
Hilltop Offshore Limited
Number of Shares owned: 184,900
Wolfson Equities
Number of Shares owned: 125,200
Grosvenor Multi-Strategy Fund, L.P.
Number of Shares owned: 25,925
Haussman Holdings N.V.
Number of Shares owned: 140,800
Chesed Congregations of America
Number of Shares owned: 108,200
Wolfson Family Trust
Number of Shares owned: 95,400
The Wolfson Grandchildren Trust
Number of Shares owned: 8,900
The Rebecca Trust (Rebecca #1)
Number of Shares owned: 50,400<PAGE>
The R Trust (Rebecca #2)
Number of Shares owned: 81,433
United Congregation Mesorah
Number of Shares owned: 102,600
F/B/O Zev W. Wolfson IRA Rollover,
Neuberger & Berman Cust.
Number of Shares owned: 117,286
BY: LAIFER INC.
By:
Name:
Title:
<PAGE>
Annex A
Sellers<PAGE>
Number of Shares to Be Sold
<PAGE>
Hilltop Partners, L.P. 488,216 Hilltop Offshore Limited 90,898
<PAGE>
Wolfson Equities 61,549 Chesed Congregations of
America<PAGE>
53,192 Wolfson Family Trust 46,899 The Wolfson Grandchildren
Trust<PAGE>
4,375 The Rebecca Trust (Rebecca #1) 24,777
<PAGE>
The R Trust (Rebecca #2) 40,033 United Congregation Mesorah
<PAGE>
50,439 F/B/O Zev W. Wolfson IRA
Rollover,
Neuberger & Berman Cust.<PAGE>
57,659 Haussmann Holdings N.V. 69,218
<PAGE>
Grosvenor Multi-Strategy Fund,
L.P.<PAGE>
12,745 Total 1,000,000
<PAGE>
STOCK OPTION AGREEMENT
Agreement dated as of February 10, 1994 between Price
Communications Corporation (the "Company"), a New York
corporation with its principal office at 45 Rockefeller Plaza,
New York, New York 10020, and Robert Price, residing at 25 East
86th Street, Apartment 8D, New York, New York 10028 ("Optionee").
VIII. Grant of Option
The Optionee has been granted, on the terms and
conditions set forth below, options (the "Options") to purchase
up to 500,000 shares (the "Shares") of the Company's Common
Stock, par value $.01 (the "Common Stock"), for a price of $3.75
per share (the "Option Price"). The Options are granted pursuant
to the Company's 1992 Long Term Incentive Plan (the "Plan") and
are subject to the provisions of the Plan, which are incorporated
herein by reference. Unless otherwise specified in this
Agreement, all capitalized terms in this Agreement shall have the
same meaning as set forth in the Plan. The Options, subject to
the limits provided for under the Code, are intended to qualify
as Incentive Stock Options. Any portion of the Options that do
not qualify as Incentive Stock Options shall be treated as Non-
Qualified Stock Options.
IX. Terms and Conditions of Options
A. Term of Options
Subject to the provisions of subparagraph 2(c) and
paragraph 4, each Option may be exercised at any time in whole or
in part, whether or not the Optionee is employed by the Company
at the time of exercise, during the period (i) beginning on the
earlier of (x) the day immediately succeeding the date on which
the average Fair Market Value of the Common Stock for any period
of ten consecutive trading days (i.e., the sum of such Fair
Market Values for such ten days, divided by ten) first equals or
exceeds $12 and (y) February 10, 2001, and (ii) terminating on
February 10, 2004.
B. Non-Transferability of Options
The Options shall not be transferable by the Optionee
other than by will or by the laws of descent and distribution,
and may be exercised during the Optionee's lifetime only by the
Optionee. If any Options are exercised after the Optionee's
death, the Company may require evidence reasonably satisfactory
to it of the appointment and qualification of the Optionee's
personal representatives and their authority, and of the right of
any heir or distributee to exercise such Options.
C. Termination of Employment
1. Incapacity; Good Reason; or Without Cause. If the
Optionee's employment with the Company terminates by reason of
(x) Disability or "physical or mental incapacity" (such term
being defined herein as used in the Employment Agreement (the
"Employment Agreement") dated as of May 8, 1992 by and between
the Company and Optionee) (any of the foregoing being herein
collectively referred to as "Incapacity"), (y) termination by the
Company other than for Cause, or (z) termination by the Optionee
for Good Reason, the Options shall, notwithstanding any other
provision of this Agreement, immediately become exercisable in
full (if not otherwise then exercisable) and may thereafter be
exercised in whole or in part by the Optionee for a period of
three years from the date of such termination or until the
expiration of the remaining term of the Options, whichever is
shorter; provided, however, that if the Optionee dies within such
three year period, the Options shall be exercisable for a period
of one year from the date of death or until the expiration of the
remaining term of the Options, whichever is shorter; provided
further, however, that if such termination of employment occurs
on or after February 10, 2001, the options shall remain
exercisable until the expiration of the remaining term of the
Options.
2. Death. If the Optionee's employment with the
Company terminates by reason of the Optionee's death, the Options
shall, notwithstanding any other provision of this Agreement,
become immediately exercisable in full (if not otherwise then
exercisable) and may thereafter be exercised in whole or in part
by the legal representative of the Optionee's estate for a period
of one year from the date of death or until the expiration of the
remaining term of the Options, whichever is shorter; provided,
however, that if the Optionee's death occurs on or after February
10, 2001, the Options shall remain exercisable until the
expiration of the remaining term of the Options.
3. Other Termination. If the Optionee's employment
with the Company terminates by reason of (x) termination by the
Company for Cause; or (y) termination by the Optionee prior to
February 10, 2001 other than by reason of Incapacity or Good
Reason, the Options shall thereupon terminate (provided, however,
if the Optionee's employment with the Company terminates by
reason of termination by the Optionee on or after February 10,
2001 other than by reason of Incapacity or Good Reason, the
Options shall remain exercisable until the expiration of the
remaining term of the Options).
D. Exercise of Options
The Options may be exercised only by written notice to
the Company at its then principal office, Attention: Secretary.
Any notice of exercise of Options shall be accompanied by payment
in full of the aggregate Option Price of the Shares being
purchased. Payment of such aggregate Option Price may be made,
at the election of the Optionee: (i) in cash or by check, bank
draft or money order payable to the order of the Company, (ii)
through the delivery to the Company of shares of Common Stock
owned by the Optionee (and for which the Optionee has good title
free and clear of any liens and encumbrances) or (if any has been
issued to the Optionee under the Plan) Restricted Stock, or
(subject to compliance with such conditions, if any, as are
necessary to prevent the reduction of such shares of Common Stock
being subject to Section 16(b) of the Securities Exchange Act of
1934 ("Section 16(b)") by reduction in the number of shares of
Common Stock issuable upon such exercise, based, in each case, on
the Fair Market Value of the Common Stock on the date of payment
(without regard to any forfeiture restrictions applicable to any
Restricted Stock), or (iii) any combination of the foregoing.
The Company shall have the right to require the Optionee to pay
or otherwise satisfy any federal, state or local taxes required
by law to be withheld in connection with such exercise prior to
the issuance of the Shares purchased by such exercise. Subject
to compliance with such conditions, if any, as are necessary to
prevent the withholding of such shares of Common Stock from being
subject to Section 16(b), the Optionee may elect to satisfy such
withholding obligation by reducing the number of shares of Common
Stock issuable upon such exercise, based on the Fair Market Value
of the Common Stock on the date of payment.
E. Issuance of Shares
The Committee may postpone the issuance of Shares for
such reasonable period as will enable the Company to cause a
registration statement with respect to such Shares to be filed or
to become or remain effective under the Securities Act of 1933,
as amended, or to cause compliance with applicable provisions of
any state securities laws or the rules and regulations of any
securities exchange on which the Common Stock may be listed. The
Optionee agrees to comply with any and all legal requirements
relating to the Optionee's resale or other disposition of any
Shares acquired under this Agreement.
F. Rights of Shareholder
The Optionee shall acquire none of the rights of a
shareholder of the Company with respect to any Shares under this
Agreement unless and until the Optionee has given written notice
of exercise and has paid for such Shares as provided herein.
X. Adjustment in Case of Changes Affecting Shares
In the event of any change in the capital stock of the
Company by reason of any stock dividend or distribution, stock
split or reverse stock split, recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of
shares, distribution with respect to the outstanding Common Stock
or capital stock other than Common Stock, reclassification of its
capital stock, issuance of warrants or options to purchase any
Common Stock or securities convertible into Common Stock, or
rights offering to purchase capital stock at a price below fair
market value, or any similar change affecting the capital stock
of the Company; then the aggregate number and kind of shares that
thereafter may be purchased upon the exercise of the Options, the
Option Price and the $12 figure set forth in Section 2(a) hereof
shall be appropriately adjusted consistent with such change in
such manner as the Committee may deem equitable to prevent
substantial dilution or enlargement of the rights granted
hereunder, and any such adjustment determined by the Committee in
good faith shall be conclusive and binding upon the Company, the
Optionee and their respective heirs, executors, administrators,
successors and assigns.
XI. Change in Control
A. Exercisability
In accordance with the Plan, in the event of a Change
in Control of the Company, the outstanding Options shall become
immediately exercisable in full (if not otherwise then
exercisable), subject to the prior election by the Company to
exercise the right to repurchase the Options provided in
subparagraph 4(b) below.
B. Buy-Out of Options
In its sole discretion, the Committee may provide for
the purchase of any then outstanding Options by the Company or a
Designated Subsidiary for an amount of cash equal to the excess
of (i) the product of the Change in Control price (as defined
below) and the number of Shares subject to the Options (ii) over
the aggregate Option Price of such Options. For purposes of this
subparagraph 4(b), the Change in Control price shall mean the
higher of (i) the highest price per share of Common Stock paid in
any transaction related to a Change in Control of the Company, or
(ii) the highest Fair Market Value of the Common Stock at any
time during the 60-day period preceding the Change in Control.
C. Parachute Payments
In the event that any benefits to the Optionee under
this Agreement, either alone or together with any other payments
or benefits otherwise owed to the Optionee by the Company or a
Designated Subsidiary on or after a Change in Control would, in
the Board of Directors' good faith opinion, be deemed under
Section 280G of the Code, or any successor provision, to be
parachute payments, the benefits under this Plan shall be reduced
to the extent necessary, in the Board of Directors' good faith
opinion, so that no portion of the benefits provided herein shall
be considered excess parachute payments under Section 280G of the
Code or any successor provision. The Board of Directors' good
faith opinion shall be conclusive and binding upon the Optionee.
XII. Certain Definitions. For purposes of this Agreement:
(a) "Cause" shall mean any of the following, (i) Optionee's
commission of any felony or any misdemeanor that involves fraud,
moral turpitude or material loss to the Company or any subsidiary
thereof or its business or reputation, (ii) Optionee's
embezzlement or misappropriation of funds or property of the
Company or any subsidiary thereof, (iii) Optionee's being
sanctioned by state or federal authorities for material violation
of laws, rules or regulations applicable to the Company's or any
subsidiary's conduct of its business, (iv) Optionee's willful
misconduct in the performance of the duties and obligations
reasonably assigned to him by the Company's Board of Directors
which is materially adverse to the Company or any subsidiary
thereof, provided that such duties and obligations are consistent
with his employment as the Chairman of the Board, President and
Chief Executive Officer of the Company, include the supervision
and control over, and complete responsibility for, the general
management and operation of the Company and its subsidiaries
(collectively, the "Companies"), are substantially and reasonably
consistent with Optionee's duties with the Companies prior to the
date of this Agreement, and are of the type usually assigned to
the Chairman of the Board and the President and Chief Executive
Officer in charge of companies similar to the Company, or (v) the
Optionee's unreasonable neglect or refusal to perform such duties
(unless significantly changed without his consent). No act, or
failure to act, on the Optionee's part shall be considered
"willful" unless done, or omitted from being done, without good
faith and without reasonable belief that the act or omission was
in the best interest of the Company. Any termination of the
Optionee's employment by the Company as a result of Incapacity,
whether or not constituting Disability, or for any reason other
than those specifically enumerated above, shall be deemed to be
termination other than for Cause.
(b) "Good Reason" shall mean the occurrence of any of the
events or conditions described in clauses (i) - (v) hereof. (The
enumeration of such events shall not imply that they are
permitted under any employment or other applicable agreement
between the Company and the Optionee.)
1. A material change in the Optionee's title, position or
responsibilities (including reporting responsibilities)
which represents an adverse change from his title,
position or responsibilities as in effect on the date of
this Agreement, or the assignment to Optionee of any
duties or responsibilities which are inconsistent with his
title, position of responsibilities as in effect on the
date of this Agreement;
2. A reduction in the Optionee's base salary or other
compensation or benefits, or any failure to pay or deliver
to the Optionee any cash, stock or other compensation or
benefits to which he is entitled within ten (10) days of
the date due;
3. The Company's requiring the Optionee to be based in any
place outside of New York City, except for reasonably
required travel on the Company's business; or
4. The failure to elect to the Board of Directors or maintain
in office at all times three directors designated by the
Optionee (including the Optionee) during the three year
period commencing on the Effective Date (as defined in the
Employment Agreement) or to comply with any provisions of
this Agreement or any of the provisions of the Employment
Agreement; or
5. In the case of any merger, consolidation or reorganization
occurring prior to the third anniversary of the Effective
Date involving the Company, the failure of the Optionee
and the surviving corporation to agree upon a new and
mutually satisfactory employment agreement.
XIII. General
A. This Agreement shall be interpreted in accordance with
the terms of the Plan. Subject to the next sentence below, in
the event of any conflict between the terms of the Plan and this
Agreement, the terms of the Plan shall be controlling. To the
extent that any of the terms of Section 2 hereof vary from those
otherwise provided in Article SIX of the Plan, such variations
were expressly provided for by the Committee at the time of grant
in accordance with said Article SIX.
B. Any communication in connection with this Agreement
shall be deemed duly given when delivered in person or three days
after being mailed by certified or registered mail, return
receipt requested, to the Optionee at his or her address listed
above or such other address of which Optionee shall have advised
the Company by similar notice; or to the Company at its then
principal office: Attention: Secretary.
C. This Agreement (which incorporates the provisions of
the Plan) sets forth the parties' final and entire agreement with
respect to its subject matter, may not be changed or terminated
orally, and shall be governed by and construed in accordance with
the internal laws of the State of New York, regardless of the law
that might otherwise govern under applicable New York principles
of conflict of laws. This agreement shall bind and benefit the
Optionee and the heirs, distributees and personal representatives
of the Optionee, and the Company and its successors and assigns.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement on the date first above written.
PRICE COMMUNICATIONS CORPORATION
By______________________________
Secretary
________________________________
Robert Price
