SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Amendment to Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [No Fee Required]
For the fiscal year ended December 31, 1993 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from _______ to _______
Commission file number 1-8309.
PRICE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-2991700
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
45 Rockefeller Plaza, New York, New York 10020
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 757-5600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, par value $.01 per share American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Sections 12,13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under its Plan of Reorganization as
confirmed by the court. YES X NO .
Page 1 of ____ Pages
The Exhibit Index Appears on Page ___<PAGE>
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports); and (2) has been subject to the filing
requirements for the past 90 days. YES X NO .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-
K/A or any amendment to the Form 10-K/A. [ ]
AGGREGATE MARKET VALUE OF THE VOTING STOCK
HELD BY NONAFFILIATES OF THE COMPANY
Aggregate market value of the Common Stock held by non-
affiliates of the Company, based on the last sale price on the
American Stock Exchange ("AMEX") on February 28, 1994 ($4.50 as
reported in the Wall Street Journal): approximately $43.5 million.
(For this purpose, all outstanding shares of Common Stock have been
considered held by non-affiliates, other than the shares
beneficially owned by directors, executive officers and principal
shareholders of the Company; certain of such persons disclaim that
they are affiliates of the Company.)
Indicate the number of shares outstanding of each of the
Company's classes of common stock as of the latest practicable
date:
9,892,290 shares of Common Stock, par value $.01 per
share, were outstanding as of February 28, 1994.
DOCUMENTS INCORPORATED BY REFERENCE: None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
The following table sets forth the directors of the
Company, their respective ages, the year in which each was elected
a director and, where applicable, the office of the Company held by
the director.
Director Term
Director's Name Age Since Expires
Robert Price
President, Chief
Executive Officer
and Treasurer 61 1979 1994
George H. Cadgene 75 1981 1995
Harold A. Christiansen 63 1992 1994
James H. Duncan, Jr. 42 1992 1994
Robert F. Ellsworth 67 1981 1995
Kim I. Pressman
Senior Vice President 37 1993 1994
The Restated Certificate of Incorporation of the Company
(the "Charter") provides for a Board of Directors consisting of ten
members divided into three classes. Under the Charter, as
currently in effect, classification of the Board ends at the 1995
Annual Meeting of Shareholders, and all directors elected at such
meeting and subsequently will be elected for one year terms. There
are currently six directors: James H. Duncan, Jr. (who was
initially designated by an unofficial committee comprised of
certain holders of the Company's formerly outstanding subordinated
debt securities (the "Subordinated Debt Committee") in connection
with the Company's 1992 prepackaged plan of reorganization (the
"Plan of Reorganization") and George H. Cadgene and Robert F.
Ellsworth (long-time members of the Board who were designated by
Mr. Price in connection with such prepackaged Plan of
Reorganization), the terms of all of whom expire at the 1995 Annual
Meeting of Shareholders; and Harold A. Christiansen (who was
designated by the Subordinated Debt Committee), Ms. Kim I. Pressman
(who was elected to fill a vacancy on the Board on November 17,
1993), and Robert Price, the terms of all of whom expire at the
1994 Annual Meeting of Shareholders. There are no further rights
on the part of any person to designate members of the Board of
Directors.
Robert Price (Director, President, Chief Executive
Officer and Treasurer of the Company), an attorney, is a former
General Partner of Lazard Freres & Co. He has served as an
Assistant United States Attorney, practiced law in New York and
served as Deputy Mayor of New York City. In the early sixties, Mr.
Price served as President and Director of Atlantic States
Industries, a corporation owning weekly newspapers and four radio
stations. After leaving public office, Mr. Price became Executive
Vice President of The Dreyfus Corporation and an Investment Officer
of The Dreyfus Fund. In 1972 he joined Lazard Freres & Co. Mr.
Price has served as a Director of Holly Sugar Corporation, Atlantic
States Industries, The Dreyfus Corporation, Graphic Scanning Corp.
and Lane Bryant, Inc., and is currently a member of The Council on
Foreign Relations. Mr. Price is also a Director and Chairman of
TLM Corporation, and a Director and President of Atlas Cellular
Corporation.
Mr. Cadgene, an engineer by training, is a private
investor. His former occupational affiliations include Givaudan
Corporation, Trubek Laboratories and International Flavors and
Fragrances, where he served as Vice President for Aroma Chemical
Sales. Mr. Cadgene has served as a Director of Highland Capital
Corporation and Intarome, Inc. He has also served as President of
the Essential Oil Association from 1967 to 1968 and as President of
the Drug, Chemical and Allied Trade Association from 1969 to 1971.
Mr. Christiansen was most recently associated with HC
Media Consultants, Inc., his consulting business that represented
clientele relative to acquisition, disposition, and analysis of
Broadcast properties. He joined John Kluge's Metropolitan
Broadcasting (predecessor to Metromedia, Inc.) in August 1959 and
was employed by Metromedia, Inc. in a variety of positions through
1986. In 1985 Mr. Christiansen was appointed Executive Vice
President of Metromedia Television and served in this capacity
until July 1986. Prior to his entry into the broadcast industry,
Mr. Christiansen worked for the Federal Bureau of Investigation in
Washington, D.C. for eleven years.
Mr. Duncan is President of Duncan's American Radio, Inc.,
a media research and publishing firm he founded in 1976 in
Kalamazoo, Michigan. Mr. Duncan has served on the Board of
Directors of many civic and public organizations including the New
Vic Theatre, Girl Scouts of Southwest Michigan, WMUK Radio (an NPR
affiliate), the Southwest Michigan Marketing and Advertising
Roundtable (President in 1979) and the John Bayliss Foundation.
Currently, Mr. Duncan is a member of the Board of Directors of
American Radio Systems. He also has served on the Board of the
Broadcast Pioneers Library. He is also a Board member and member
of the Executive Committee of the Western Michigan University
Foundation. Mr. Duncan is a veteran of the Vietnam War, where he
served with the Defense Communications Agency and as an aide to
General David Lewis.
Mr. Ellsworth is President of Robert Ellsworth & Co.,
Inc., Washington, D.C., a private investment firm. He is also a
trustee of Corporate Property Investors and a Director of Andal
Corporation, DBA Systems, Inc., Fairchild Space and Defense
Corporation, Sokol-Almaz-Radar Corporation, and Chairman of the
Board of Howmet Corporation. From 1974 to 1977 he served as an
Assistant Secretary and then Deputy Secretary of Defense. He was
a General Partner of Lazard Freres & Co. from 1971 to 1974, and
served in the United States House of Representatives from 1961 to
1967. His professional affiliations include: the International
Institute for Strategic Studies, London, of which he is Chairman;
Atlantic Council of the United States, Washington, D.C.; The
Council on Foreign Relations, New York; and the American Council on
Germany, New York.
Kim I. Pressman, a certified public accountant, is a
graduate of Indiana University and holds an M.B.A. from New York
University. Before assuming her present office as Senior Vice
President in January 1990, Ms. Pressman was Vice President and
Treasurer of the Company from November 1987 to December 1989. She
was also Secretary of the Company from July 1989 to February 1990.
She was Vice President-Broadcasting and Vice President, Controller,
and Assistant Treasurer of the Company from 1984 to October 1987.
Prior to joining the Company in 1984, Ms. Pressman was employed for
three years by Peat, Marwick, Mitchell & Co., a national certified
public accounting firm, and for more than three years thereafter
was Supervisor, Accounting Policies for International Paper Company
and then Manager, Accounting Operations for Corinthian Broadcasting
Division of Dun & Bradstreet Company, a large group owner of
broadcasting stations. Ms. Pressman is a Director, Vice President,
Treasurer and Secretary of TLM Corporation, and a Director, Vice
President and Treasurer of Atlas Cellular Corporation.
The Board of Directors of the Company met six times
during the fiscal year ended December 31, 1993. All directors
currently in office attended 100% of the meetings of the Board and
its committees held during such year, except for one director who
missed a single meeting of the Board.
Directors with the exception of Mr. Price and Ms.
Pressman will be compensated for their reasonable travel and
related expenses in attending in-person Board of Directors or
committee meetings as well as $2,000 for attendance at each Board
of Directors or committee meeting. Each director will be paid the
sum of $7,000 per annum in addition to meeting fees but no director
will be entitled to more than $15,000 per annum.
The Board of Directors has established an Audit
Committee, Compensation Committee, Finance Committee, Stock Option
Committee and Nominating Committee. The Audit Committee consists
of Messrs. Cadgene and Christiansen. Its functions include (i)
making recommendations to the Board of Directors as to the
independent accountants to be appointed by the Board, (ii)
reviewing with independent accountants the scope of their
examination, (iii) receiving the reports of the independent
accountants and meeting with representatives of such accountants
for the purpose of reviewing and considering questions relating to
their examination and such reports; and (iv) reviewing, either
directly or through the independent accountants, the internal
accounting and auditing procedures of the Company. The
Compensation Committee consists of Messrs. Christiansen and Duncan.
Its functions include reviewing and approving arrangements relating
to the compensation of executive officers of the Company. The
Finance Committee consists of Ms. Pressman and Messrs. Duncan and
Ellsworth. Its functions currently include studying various issues
relating to the capital structure of the Company. The Stock Option
Committee consists of Messrs. Christiansen, Duncan and Ellsworth.
The Stock Option Committee administers the Company's 1992 Long Term
Incentive Plan. The only current member of the Nominating
Committee is Mr. Cadgene. The Nominating Committee nominates
candidates for election to the Company's Board of Directors. The
Nominating Committee will consider nominations by security-holders
made pursuant to timely notice in proper written form to the
Secretary of the Company. To be timely, such a notice shall be
delivered to or mailed and received at the principal executive
offices of the Company not less than 50 days or more than 90 days
prior to the meeting; provided, however, that if less than 50 days'
notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the security-holder to be
timely must be so received not later than the close of business on
the earlier of (i) the tenth day following the day on which such
notice of the date of meeting was mailed or such public disclosure
was made or (ii) the last business day prior to the meeting date.
To be in proper written form, a security-holder's notice to the
Secretary shall set forth in writing the matters required in
Article III, Section 3 of the Company's By-laws.
<PAGE>
Compliance with Section 16(a) of the Securities Exchange
Act of 1934.
Section 16(a) of the Securities Exchange Act of 1934
requires Directors and Executive Officers of the Corporation to
file with the SEC initial reports of ownership and reports of
changes in ownership of securities of the Corporation. Directors
and executive officers are required by SEC regulation to furnish
the Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on review of
the copies of such reports furnished to the Corporation and written
representations that no other reports were required, during the
fiscal year ended December 31, 1993, all Section 16(a) filing
requirements applicable to Directors and Executive Officers were
complied with, except that Mr. Duncan filed one late report in
October 1993 reporting purchases of 200 shares of Common Stock in
August 1993 and 197 shares of Common Stock in September 1993. In
addition, Mr. Marvin Saffian, a former director of the Corporation,
filed late his initial report in January 1993 covering his election
to the Board.
<PAGE>
Item 11. Executive Compensation
The following Summary Compensation Table includes
individual compensation information for services rendered in all
capacities during the fiscal years ended December 31, 1993,
December 31, 1992 and December 31, 1991 by the Chief Executive
Officer and the three other most highly paid executive officers in
office on December 31, 1993 whose salary and bonus for the year
ended December 31, 1993 exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Long Term All
Compensation Compensation Other
Compensation
($)
Name/Title Year Salary Bonus Options
($) ($) (#) (1)
Robert
Price
President, 1993 200,000 250,000 0
Chief
Executive 1992 372,290 150,000 0
Officer and
Treasurer 1991 374,790 0 10,000
Bill 1993 131,000 5,000 0
Bengtson
Senior Vice 1992 131,000 41,513 21,407
President/
Television 1991 131,000 3,300 8,000
Lee K. 1993 140,000 171,497 0
Strasser
Vice 1992 100,000 74,008 6,750 45,470(3)
President/
Radio 1991 63,942 11,226 6,000 60,222(3)
Kim I. 1993 90,417 25,000 0
Pressman
Senior Vice 1992 90,000 10,000 40,133 18,750(2)
President
1991 90,000 25,000 10,000
<PAGE>
(1) All Incentive Stock Options granted prior to December 10, 1992
were canceled pursuant to the Plan of Reorganization and new
options were issued in connection with the Plan of Reorganization
under the 1992 Long Term Incentive Plan on December 10, 1992.
Mr. Price's options were canceled on December 10, 1992 pursuant
to the Plan of Reorganization, and no new options were granted to
him in connection with the Plan of Reorganization.
(2) Ms. Pressman received $18,750 for 25,000 TLM Corporation Stock
Options bought back by TLM Corporation, which at the time was a
subsidiary of the Company.
(3) Other compensation for Mr. Strasser represents earned commissions
on sales.
Reference is made to Item 10 above for information with
respect to compensation for directors of the Company.
Stock Options
The Company did not grant any stock options under its 1992
Long Term Incentive Plan during the fiscal year ended December 31, 1993.
The following table reflects the number of stock options held
by the executive officers named in the Summary Compensation Table on
December 31, 1993, all of which were exercisable on such date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
NAME NUMBER OF VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS MONEY OPTIONS AT FISCAL YEAR
AT FISCAL YEAR END END ($)
(#)
Kim Pressman 40,133 50,969
Bill Bengtson 21,407 27,187
Lee Strasser 6,750 8,573
Robert Price -0- -0-
<PAGE>
Employment Contracts
The Company has entered into an Employment Agreement with
Robert Price, President of the Company, for three years beginning
December 30, 1992. Pursuant to the Employment Agreement, if the Company
terminates Mr. Price's employment for Cause (as defined therein), or if
Mr. Price terminates his employment at his option, Mr. Price will be
entitled to a severance payment from the Company equal to one year's
base salary. If the Company terminates Mr. Price's employment not for
Cause, or if Mr. Price terminates his employment for Good Reason (as
defined in the Employment Agreement), Mr. Price will be entitled to a
severance payment from the Company equal to three years' base salary.
The Employment Agreement provides that Mr. Price is entitled
to a base salary of $300,000 per annum, a portion of which was paid by
The New York Law Publishing Company, a former subsidiary of the Company,
upon the Effective Date of the Plan of Reorganization. In addition, Mr.
Price is entitled to a cash Performance Bonus based upon the percentage,
if any, by which "Adjusted EBDIT" (as defined in the Employment
Agreement) for calendar years 1993 and 1994 exceeds "Base Adjusted
EBDIT" (as
defined therein) for such years, as follows:
Percentages by which
Adjusted EBDIT Exceeds
Base Adjusted EBDIT Cash Bonus
less than 5% 0
5% or more, but less than 6% $ 60,000
6% or more, but less than 7% $ 75,000
7% or more, but less than 8% $ 90,000
8% or more, but less than 9% $125,000
9% or more $150,000
The Employment Agreement provides, subject to certain
adjustments, that Base Adjusted EBDIT for calendar year 1993 shall mean
Adjusted EBDIT for calendar year 1992 and Base Adjusted EBDIT for each
calendar year thereafter shall mean Adjusted EBDIT for the immediately
preceding calendar year, provided that in no event shall Base Adjusted
EBDIT for any calendar year be less than Adjusted EBDIT for calendar
year 1991. The Company's adjusted EBDIT for 1993 exceeded the Company's
Adjusted EBDIT for 1992 by 69%, and Mr. Price consequently became
entitled to a cash Performance Bonus equal to $150,000. In February
1993 the Board of Directors of the Company awarded Mr. Price an
additional cash bonus of $100,000.00 in consideration of various
factors, including the failure of Mr. Price to receive additional equity
under an agreement relating to PriCellular entered into pursuant to the
Plan of Reorganization and the desire of the Board to provide Mr. Price
with an additional incentive to continue the improvement of the
Company's financial performance.
Mr. Price is also entitled to receive bonuses payable in
Common Stock based upon increases in the Average Daily Closing Price (as
defined in the Employment Agreement) of the Common Stock during
specified periods. In general, if such Average Daily Closing Price
increases 25% or more during periods generally running from 10 to 18
months after December 30, 1992 (compared to the period running from 1 to
9 months after December 30, 1992), 19 to 27 months after December 30,
1992 (compared to the immediately preceding period), and 28 through 36
months after December 30, 1992 (compared to the immediately preceding
period), Mr. Price will be awarded a Stock Bonus of a number of shares
of Common Stock equal to .25%, .50% and .50%, respectively, of the then
outstanding shares of Common Stock, provided that if there is a
reduction in the Average Daily Closing Price for any such period, such
required increase in Average Daily Closing Price shall be measured
against the highest prior period. In the event that any Stock Bonuses
payable to Mr. Price are subject to any federal, state or local income
taxes, the number of shares of Common Stock to be awarded will be
reduced (based on the fair market value thereof during the 20 business
days immediately preceding the end of the period with respect to which
such award was made), and a cash payment, made in an amount equal to the
aggregate amount of all federal, state and local income taxes payable by
Mr. Price with respect to the Common Stock and cash included in such
bonus.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Principal Shareholders
As of April 4, 1994, the following are the only persons known
by the Company to own beneficially (as defined under applicable rules of
the Securities and Exchange Commission) more than 5% of its outstanding
Common Stock, in each case with the sole power to vote and dispose of
the shares unless otherwise noted:
Amount and
Title Nature of Percent
of Beneficial of
Name and Address Class Ownership (1) Class
Franklin Advisers, Inc. Common 2,017,255 20.39%
777 Mariners Island Blvd. Stock shares
San Mateo, CA 94403
Hilltop Partners, L.P. Common 1,970,344 19.92%
Laifer Inc. Stock shares
114 West 47th Street
New York, NY 10036
Massachusetts Financial Common 769,275 7.77%
Services Company Stock shares
500 Boylston Street
Boston, MA 02116
T. Rowe Price Common 673,654(2) 6.81%
Associates, Inc. Stock shares
100 East Pratt Street
Baltimore, MD 21202
__________________________
(1) Under applicable rules of the Securities and Exchange Commission,
each entity is deemed to be a beneficial owner with the power to
vote and direct the disposition of these shares.
(2) These securities are owned by various individual and
institutional investors including T. Rowe Price Mutual Funds, for
which T. Rowe Price Associates, Inc. ("Price Associates") serves
as investment adviser with power to direct investments and/or
sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price
Associates is deemed to be a beneficial owner of such securities;
however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.<PAGE>
Security Ownership of Management
The following table reflects the number of shares of Common
Stock of the Company beneficially owned (as defined under the applicable
rules of the Securities and Exchange Commission) by all directors and
nominees, all named executive officers and all executive officers and
directors as a group as of April 4, 1994, in each case with sole power
to vote or dispose of the shares unless otherwise noted.
Amount and
Name Title Nature of Percent
of Beneficial of
Class Ownership Class
Robert Price Common 224,191
Stock shares 2.27%
Bill Bengtson Common 18,807
Stock (1)(2)
George H. Cadgene Common 1,766
Stock (1)(3)
Harold A. Christiansen Common 500
Stock (1)
James H. Duncan, Jr. Common 2,001
Stock (1)
Robert F. Ellsworth Common 68
Stock (1)
Kim I. Pressman Common 40,144
Stock (1)(4)
Lee K. Strasser Common 6,848
Stock (1)(5)
All executive officers
and directors as a group Common 306,935(6) 3.10%
(9 persons) Stock
_____________________
(1) Less than 1%.
(2) Represents 18,807 shares issuable upon exercise of stock options
within 60 days of April 4, 1994.
(3) Includes 266 shares held by Mr. Cadgene's wife, as to which Mr.
Cadgene disclaims beneficial ownership.
(4) Includes 11 shares Ms. Pressman owns in a self-directed IRA
account. Includes 40,133 shares issuable upon exercise of stock
options within 60 days of April 4, 1994.
(5) Mr. Strasser disclaims beneficial ownership of 98 shares which are
held by his wife. Includes 6,750 shares issuable upon exercise of
stock options within 60 days of April 4, 1994.
(6) Includes 78,235 shares issuable upon exercise of stock options
within 60 days of April 4, 1994. See "Executive Compensation -
Stock Options."<PAGE>
Item 13. Certain Relationships and Related Transactions
The Company's goal for the period immediately following the
consummation of the Plan of Reorganization was to dispose of assets that
did not produce cash flow for the Company, including its cellular
interests and the Company's 25 percent interest in The New York Law
Publishing Company, and to use the proceeds from such sales to retire
its remaining debt. Pursuant to that goal, on October 1, 1993 the
Company sold its 74 percent interest in PriCellular Corporation to an
affiliate of PriCellular for $11 million. All of the proceeds from that
transaction, combined with approximately $10 million of the Company's
existing liquid assets, were used to retire $23.2 million face amount of
the Company's Secured Notes. Prior to such transaction, Mr. Robert
Price held a 1 percent interest in PriCellular, and Time-Warner
Incorporated held a 25 percent interest therein. At approximately the
same time as the repurchase of the Company's interest in PriCellular,
PriCellular repurchased Time-Warner's 25 percent interest therein.
On November 24, 1993, the Company purchased from investment
advisory clients of W.R. Huff Asset Management Co., L.P. ("Huff") a
block of 2,249,086 shares of its Common Stock for a price of $3.75 per
share in cash, plus the stock of its indirect wholly-owned subsidiary
Price Publishing Corporation ("PPC"). The stock had a book value of
approximately $3.8 million. PPC owns 25 percent of the common stock of
Alexandra Publishing Corporation which in turn owns 100 percent of the
common stock of The New York Law Publishing Company. Concurrent with
the purchase of the stock, several nominees of Huff resigned from the
Company's Board of Directors.
See "Directors and Executive Officers of the Registrant" and
"Executive Compensation" for a description of certain other
relationships and related transactions.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the
Securities and Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PRICE COMMUNICATIONS CORPORATION
By /s/ Robert Price
Robert Price, President
