SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
PRICE COMMUNICATIONS CORPORATION
(Name of Registrant as Specified In Its Charter)
PRICE COMMUNICATIONS CORPORATION
(Name of Person(s) filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(ii), 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(j)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Indentify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
PRICE COMMUNICATIONS CORPORATION
Notice of Annual Meeting of Shareholders
To the shareholders of PRICE COMMUNICATIONS CORPORATION
NOTICE IS HEREBY GIVEN that the annual meeting of Price
Communications Corporation will be held at the offices of
Proskauer Rose Goetz & Mendelsohn, 1585 Broadway, New York,
New York on Thursday, July 7, 1994 at 10:00 a.m. Eastern
Daylight Savings Time for the following purposes:
l. To elect three directors;
2. To amend the Company's Amended and Restated
Certificate of Incorporation to increase the
number of shares of preferred stock which the
Company shall have authority to issue;
3. To amend the Company's Amended and Restated
Certificate of Incorporation to authorize the
Company's Board of Directors to establish series
of Preferred Stock; and
4. To transact such other business as may properly be
brought before the meeting.
The Board of Directors has fixed the close of business
on May 17, 1994, as the record date for the determination of
shareholders entitled to notice of, and to vote at, the
meeting.
By order of the Board of Directors
ALISA R. DIAMOND-LICHAW
Secretary
May 24, 1994
Whether or not you expect to be present at the meeting,
please date and sign the enclosed proxy and return it
promptly in the enclosed envelope in order to insure that
your shares are voted.
PROXY
PRICE COMMUNICATIONS CORPORATION
45 Rockefeller Plaza
New York, New York 10020
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Robert Price and Alisa
R. Diamond and each of them, with full power of substitution,
proxies of the undersigned, to vote all shares of Common Stock of
Price Communications Corporation (the "Company") that the
undersigned would be entitled to vote if personally present at
the Annual Meeting of Shareholders of the Company to be held on
Thursday, July 7, 1994, at 10:00 o'clock a.m., Eastern Daylight
Savings Time at the offices of Proskauer Rose Goetz & Mendelsohn,
1585 Broadway, New York, New York, and at any adjournments
thereof. The undersigned hereby revokes any proxy heretofore
given with respect to such shares.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This Proxy when properly executed and returned will be
voted in the manner directed below. If no direction is made, this
Proxy will be voted FOR all nominees and each of the proposals
listed below.
<PAGE>
The Board of Directors recommends votes FOR the
election of all nominees and FOR proposals (2) and (3).
(1) Election of Directors:
FOR ALL NOMINEES LISTED (Except as marked below to the
contrary)
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED
(Instructions: To withhold authority to vote for any individual
nominee, write such name(s) in the space provided below.)
NOMINEES: Robert Price
Harold A. Christiansen
Kim I. Pressman
Withhold authority for:
(2) Proposal to amend the Company's Certificate of Incorporation
to authorize the Company's Board of Directors to establish
series of Preferred Stock.
FOR
AGAINST
ABSTAIN
(3) Proposal to amend the Company's Certificate of
Incorporation to increase the number of shares of Preferred
Stock which the Company shall have authority to issue to
up to 20,000,000 shares.
FOR
AGAINST
ABSTAIN
(4) In their discretion on any other matters properly coming
before the meeting or any adjournments thereof.
If no direction is made, this Proxy will be voted FOR all
nominees listed above and FOR each of proposal (2) and proposal
(3).
Dated: , 1994
Signature(s) of Shareholder(s)
Please sign above exactly as your name or
names appear hereon. If shares are
registered in more than one name, each joint
owner or fiduciary should sign. When signing
as executor, administrator, personal
representative, attorney, agent, trustee or
guardian, please give full title as such.
PROXY STATEMENT
TABLE OF CONTENTS
Proxy Statement....................................... 1
Principal Shareholders................................ 2
Security Ownership of Management...................... 3
Directors and Executive Officers...................... 5
Executive Compensation................................ 11
Certain Relationships and
Related Transactions................................ 16
Amendments to the Company's Certificate of
Incorporation to (1) Increase the Number of
Authorized Shares of Preferred Stock, and
(2) Authorize the Board of Directors to
Establish Series of Preferred Stock................. 18
Shareholders' Proposals............................... 20
General............................................... 20
Exhibit A............................................. A-1
(numbers of shares and per share amounts
reflected in this Proxy Statement have
been adjusted for all stock splits)
<PAGE>
PRICE COMMUNICATIONS CORPORATION
45 Rockefeller Plaza
New York, New York 10020
PROXY STATEMENT
This statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Price Communications Corporation (the "Company") to be voted at
the annual meeting of shareholders of the Company to be held at
the offices of Proskauer Rose Goetz & Mendelsohn, 1585 Broadway,
New York, New York, referred to in the foregoing Notice (the
"Meeting"). If not otherwise specified, all proxies received
pursuant to this solicitation will be voted in the election of
directors FOR the persons named below and FOR each of the
amendments to the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") described
under "Amendments to the Company's Certificate of Incorporation
to (1) Increase the Number of Authorized Shares of Preferred
Stock, and (2) Authorize the Board of Directors to Establish
Series of Preferred Stock."
Shareholders who execute proxies may revoke them at any
time before they are exercised by giving written notice to the
Secretary of the Company at the address of the Company, and
presenting it to the Secretary of the Company by executing a
subsequent proxy, attending the meeting and voting in person.
As of May 17, 1994, the record date for the Meeting,
the Company had outstanding 9,903,658 shares of Common Stock
which are entitled to vote at the meeting, each share being
entitled to one vote. Only shareholders of record at the close
of business on May 17, 1994 will be entitled to vote at the
Meeting, and this Proxy Statement and the accompanying proxy are
being sent to such shareholders on or about May 24, 1994.
PRINCIPAL SHAREHOLDERS
As of April 30, 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 20.38%
777 Mariners Island Blvd. Stock shares
San Mateo, CA 94403
Hilltop Partners, L.P. Common 1,970,344 19.91%
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 executive officers named in
"Executive Compensation" and all officers and directors as a
group as of April 30, 1994, in each case with sole power to vote
or dispose of the shares unless otherwise noted.
Amount and
Title Nature of Percent
of Beneficial of
Name Class Ownership Class
Robert Price Common 224,191 2.27%
Stock shares
Bill Bengtson Common 18,807 (1)(2)
Stock
George H. Cadgene Common 1,766 (1)(3)
Stock
Harold A. Christiansen Common 500 (1)
Stock
James H. Duncan, Jr. Common 2,001 (1)
Stock
Robert F. Ellsworth Common 68 (1)
Stock
Kim I. Pressman Common 40,144 (1)(4)
Stock
Lee K. Strasser Common 6,848 (1)(5)
Stock
All executive officers and Common 306,935(6) 3.10%
directors as a group Stock
(9 persons)
See "Directors and Executive Officers", "Executive
Compensation", and "Certain Relationships and Related
Transactions" for a description of certain other relationships
and related transactions.
(1) Less than 1%.
(2) Represents 18,807 shares issuable upon exercise of stock
options within 60 days of April 30, 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 30, 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 30,
1994.
(6) Includes 78,235 shares issuable upon exercise of stock
options within 60 days of April 30, 1994. See "Executive
Compensation - Stock Options."
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
At the Meeting, three directors are to be elected to
hold office until the annual meeting of shareholders in 1995 and
until their respective successors have been elected and
qualified. It is the intention of the persons named in the
enclosed form of proxy to vote for the reelection as directors of
the persons named in the table below, all of whom are directors
of the Company.
The Certificate of Incorporation of the Company provides for
a Board of Directors consisting of ten members divided into three
classes. Under the Certificate of Incorporation, 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 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.
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 61 1979 1994
President, Chief
Executive Officer
and Treasurer
George H. Cadgene 75 1981 1995
Harold A. Christiansen 63 1992 1994
James H. Duncan Jr. 42 1992 1995
Robert F. Ellsworth 67 1981 1995
Kim I. Pressman 37 1993 1994
Senior Vice President
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 in
office at the time of such meetings 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.
Executive Officers
The following table sets forth the executive officers
of the Company, their respective ages, the year in which each was
first elected an executive officer and the office of the Company
held by each. Each executive officer will hold office until
removed or until their respective successors have been duly
elected and qualified.
Executive
Officer's Name Age Position Officer Since
Robert Price 61 President, 1979
Chief Executive
Officer and Treasurer
Bill Bengtson 62 Senior Vice 1989
President/
Television
Kim I. Pressman 37 Senior Vice 1984
President
Lee K. Strasser 37 Vice President/Radio 1992
Alisa R. Diamond-Lichaw 31 Vice President- l990
Corporate Affairs and
Secretary
Bill Bengtson has held a variety of positions in the
broadcasting industry for 34 years and assumed his current
position in July 1989. Mr. Bengtson is also Vice President and
General Manager of KSNF-TV, the Company's NBC affiliate in
Joplin, Missouri/Pittsburg, Kansas, a position he has held since
April 1987. From January 1985 to March 1987, he was Vice
President and General Manager of KRCG-TV, a CBS affiliate in
Jefferson City/Columbia, Missouri formerly owned by the Company.
Prior to joining the Company in 1985, Mr. Bengtson was Vice
President and General Manager of KOAM-TV in Pittsburg, Kansas for
12 years. Mr. Bengtson has served on the National Association of
Broadcasters' Television Board of Directors, and as President of
the Pittsburg, Kansas Chamber of Commerce, President of the
Pittsburg, Kansas Industrial Development Corporation and Mayor of
Pittsburg, Kansas.
Lee K. Strasser is a cum laude graduate of the
University of Miami's School of Communications. Mr. Strasser is
also Vice President and General Manager of WIRK-FM/WBZT-AM, the
Company's Country FM and news/talk AM radio stations in West Palm
Beach, Florida, a position he has held since December 1991.
Previously, he served as General Sales Manager of the stations
from 1987 to December 1991. Prior to joining the Company in
1987, Mr. Strasser had been an account executive in the Palm
Beach County marketplace since 1985. He began his career in the
Miami radio market in 1981 at WNWS radio.
Alisa R. Diamond-Lichaw attended Washington University
in St. Louis and is a graduate of New York University. Ms.
Diamond-Lichaw has been Vice President - Corporate Affairs since
January 1990 and became Secretary in December 1991. Previously,
Ms. Diamond-Lichaw had been Assistant Vice President of the
Company since June 1989. She was also an Assistant Secretary of
the Company from September 1987 to December 1991. She served as
Administrator-Corporate Services of the Company from November
1986 to June 1989 and prior to that was employed in a variety of
positions at the Company since joining it in October 1984.
Before joining the Company Ms. Diamond-Lichaw was employed at MTV
in promotion and marketing, worked in marketing sales services at
NBC and was an Account Executive at Izod Lacoste. Ms. Diamond-
Lichaw is also an Assistant Secretary of TLM Corporation.
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
(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.
Price Communications Corporation
Stock Price Performance
The following chart presents the performance graph data.
It is a comparison of the five year cumulative total return to
shareholders for Price Communications Corporation, compared to the
Standard & Poor's 500 Index and Standard & Poor's Broadcast Industry
Index cumulative total return to shareholders for five years. The
companies represented in the Standard & Poor's Broadcast Industry Index
are not necessarily similar in size to the Company and includes some
companies larger than the Company.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG PRICE COMMUNICATIONS
CORPORATION, S&P 500 INDEX AND S&P BROADCAST INDUSTRY INDEX
Measurement Period Price Communications S&P Broadcast
(Fiscal Year Covered) Corporation S&P 500 Index Industry Index
Measurement Pt - 12/31/88 $100 $100 $100
FYE 12/31/89 $122.19 $131.69 $143.79
FYE 12/31/90 $ 3.81 $127.60 $119.40
FYE 12/31/91 $ 1.91 $166.47 $128.66
FYE 12/31/92 $ 2.29 $179.15 $156.63
FYE 12/31/93 $ 4.01 $197.21 $219.71
Under the rules of the Securities Exchange Commission (SEC) this
performance graph data is not deemed "soliciting material" and is
not incorporated by reference in any filings with the SEC under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
Compliance with Section 16(a) of the Securities Exchange
Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
Directors and Executive Officers of the Corporation to file with
the SEC initial reports of ownership and reports of changes in
ownership of securities of the Corporation. Directors and
executive officers are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on review of the
copies of such reports furnished to the Corporation and written
representations that no other reports were required, during the
fiscal year ended December 31, 1993, all Section 16(a) filing
requirements applicable to Directors and Executive Officers were
complied with, except that Mr. Duncan filed one late report in
October 1993 reporting purchases of 200 shares of Common Stock in
August 1993 and 197 shares of Common Stock in September 1993. In
addition, Mr. Marvin Saffian, a former director of the Corporation,
filed late his initial report in January 1993 covering his election
to the Board.
Stock Options
The Company did not grant any stock options under its 1992
Long Term Incentive Plan during the fiscal year ended December 31,
1993.
The following table reflects the number of stock options held
by the executive officers named in the Summary Compensation Table
on December 31, 1993, all of which were exercisable on such date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
NAME NUMBER OF VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS MONEY OPTIONS AT FISCAL YEAR
AT FISCAL YEAR END END ($)(1)
(#)
Kim Pressman 40,133 50,969
Bill Bengtson 21,407 27,187
Lee Strasser 6,750 8,573
Robert Price -0- -0-
(1) All such stock options were issued in connection with the Plan
of Reorganization under the Company's 1992 Long Term Incentive
Plan.
Compensation Committee and Stock Option Committee Report on
Executive Compensation and Repricing of Options
Under the rules of the Securities Exchange Commission (SEC)
this report is not deemed "soliciting material" and is not
incorporated by reference in any filing with the SEC under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
The Compensation Committee of the Board of Directors is
composed of two non-employee directors, Messrs. Harold A.
Christiansen and James H. Duncan, Jr. It is responsible for
developing and making recommendations to the Board of Directors
with respect to the Company's executive compensation policies and
the annual compensation paid to the Company's executive officers,
subject to the Employment Agreement of Mr. Robert Price described
below. The Stock Option Committee of the Board of Directors is
comprised of Messrs. Christiansen, Duncan and Ellsworth. The Stock
Option Committee administers the Company's 1992 Long-Term Incentive
Plan. The Committees believe that the Company's compensation
arrangements should enable the Company to attract and retain highly
qualified executive employees, reward individual performance and
foster an identity of interest between management and the Company's
shareholders.
Executive compensation consists of base salary, annual cash
incentive compensation and long-term incentive compensation
components. Base salary levels for the Company's executive
officers are generally intended to be competitive with those
offered by comparable media companies, although the Company does
not attempt to target salaries at any particular point in the range
(low, medium or high) of salaries paid by such companies. The
Company considers comparable media companies as owners of a small
number of radio and television operations located in medium sized
markets providing news and entertainment to the communities they
serve. Specific individual experience and performance and the
needs of the Company are also taken into account. As for annual
incentive compensation, the Committee believes cash bonuses should
be based primarily on improvement of station cash flow, but that
exceptional individual performance may merit bonus awards that are
not tied to such financial performance. Bonuses, assuming
performance targets are met, are intended to be at a level
competitive with those offered by similar media companies. Over
the last year such performance target levels have generally been
met.
The third component of the executive compensation package is
the Company's 1992 Long Term Incentive Plan (the "LTIP"). The LTIP
is designed to foster the executives' interests in the long-term
financial performance of the Company and shareholder values. The
LTIP provides for the grant of stock options, restricted stock and
other equity or cash awards the value of which generally is tied to
increases in the market value of the Company's Common Stock or
other indices of shareholder value. By making part of an
executive's total compensation package in the form of LTIP awards,
the actual compensation realized by the executive is made dependent
upon the Company's long-term financial success and shareholder
returns. In addition, awards under the LTIP are, with limited
exceptions, subject to forfeiture if the recipient does not remain
with the Company for specified periods of time, thereby giving
executives additional incentives to stay with the Company.
The Company has not developed a policy with respect to
qualifying compensation paid to its executive officers for
deductibility under Section 162(m) of Internal Revenue Code for the
reason that none of the Company's executive officers receive a
level of compensation which would make it advisable for the Company
to have such a policy.
The current compensation of Mr. Robert Price, Chairman and
Chief Executive Officer of the Company, is determined pursuant to
an Employment Agreement between Mr. Price and the Company. For a
description of such Employment Agreement, see below.
Harold A. Christiansen Harold A. Christiansen
James H. Duncan, Jr. James H. Duncan, Jr.
(members of the Compensation Robert F. Ellsworth
Committee) (members of the Stock
Option Committee)
Price Employment Agreement. 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
EDBIT for 1993 exceeded the Company's Adjusted EDBIT 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 by 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 the 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.
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" and "Executive
Compensation" for a description of certain other
relationships and related transactions.
AMENDMENTS TO THE COMPANY'S
CERTIFICATE OF INCORPORATION TO (1) INCREASE THE
NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK, AND (2)
AUTHORIZE THE BOARD OF DIRECTORS TO ESTABLISH
SERIES OF PREFERRED STOCK
The Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") authorizes the
Company to issue up to 10,000,000 shares of preferred stock, $.01
par value (the "Preferred Stock") outstanding. Currently, any
series of Preferred Stock established by the Board of Directors
must be authorized by the Company's shareholders, although
(unless required in a specific case by applicable law or stock
exchange rules) no shareholder approval is required for the
issuance of any shares of any series of Preferred Stock that has
been so authorized. The Board of Directors has adopted, subject
to shareholder approval, two amendments to the Certificate of
Incorporation (the "Amendments"), the first of which would
increase the number of shares of Preferred Stock which the
Company is authorized to issue to up to 20,000,000 shares, and
the second of which would eliminate such shareholder
authorization requirement. A copy of the Certificate containing
the Amendments is set forth as Exhibit A to this Proxy Statement.
Under the Certificate of Incorporation, each series of
Preferred Stock may have such voting powers, full or limited, or
no voting powers, and such designations, preferences and
relative, participating, optional or other special rights, and
such qualifications, limitations or restrictions thereof or
thereon, as may be provided by the Board of Directors. Any
series of Preferred Stock that may be established may rank senior
to the Common Stock as to dividends, redemption and liquidation
rights. Depending on the terms thereof, the issuance of shares
of any particular series of Preferred Stock could reduce the
relative voting power of the Common Stock, restrict the Company's
ability to pay dividends on the Common Stock or purchase shares
of Common Stock, or result in a reduction of the assets available
for distribution to the holders of Common Stock in the event of
any dissolution, liquidation or winding up of the Company,
whether voluntary or involuntary.
The Board of Directors recommends adoption of each of
the Amendments because it believes the current limit on the
number of authorized shares of Preferred Stock and the current
requirement of shareholder authorization for each series of
Preferred Stock established by the Board of Directors unduly
restricts the Company's ability to issue shares of Preferred
Stock promptly for such proper corporate purposes as the Board of
Directors may approve. In the Board of Directors' opinion, the
primary reason for the Certificate of Incorporation's
authorization of Preferred Stock is to provide flexibility to the
Company's capital structure. The ability to establish the rights
and preferences of a series of Preferred Stock in response to the
specific situation in which shares of that series are proposed to
be issued, such as a public offering or private sale of the
Company's securities or in connection with the acquisition of the
stock or assets of another corporation, permits the Company to
use its authorized shares of Preferred Stock more effectively in
the best interests of the Company and its shareholders.
Furthermore, an increase in the number of shares of Preferred
Stock which the Company is authorized to issue would enhance the
Company's ability to promote those interests. If shareholder
authorization is required for the establishment of such series of
Preferred Stock, however, the period of time necessary for
obtaining such approval may prevent the Company from acting with
the necessary promptness that the situation requires, as such
approval can be given only at the annual meeting of shareholders
or at a special meeting called for the purpose of obtaining such
approval. The process for obtaining such approval could take as
long as 60 days or more.
The Board of Directors believes that the current
shareholder authorization requirement is very uncommon for public
corporations such as the Company, and, together with the current
limit on the number of authorized shares of Preferred Stock,
unduly restricts the Board of Directors in its exercise of its
business judgment in managing the Company's finances and
operations. The Company does not have any agreements,
understandings, arrangements or other plans for the establishment
of any series of Preferred Stock.
The Amendments may be viewed as potentially having the
effect of discouraging an unsolicited attempt by any person or
entity to acquire control of the Company. Authorized shares of
preferred stock can be issued, and have been issued by some
companies in the past, with voting or conversion privileges
intended to make the acquisition of the issuer more difficult or
costly. By allowing the Board of Directors to establish a series
of Preferred Stock without shareholder approval, the Amendments
could in the future discourage such an attempt to acquire control
of the Company or limit the shareholders' ability to participate
in certain types of transactions (such as a tender offer),
whether or not such transactions are favored by a majority of the
shareholders, and, as a result, could enhance the ability of
officers and directors to retain their positions.
The affirmative vote of the holders of a majority of
the outstanding shares of Common Stock is required for approval
of the Amendments.
The Board of Directors recommends a vote FOR each of
the proposed Amendments to the Certificate of Incorporation.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders to be presented at the annual
meeting to be held in 1995 must be received for inclusion in the
Company's proxy statement and form of proxy by January 24, 1995.
GENERAL
The Board of Directors does not know of any matters
other than those specified in the Notice of Annual Meeting of
Shareholders that will be presented for consideration at the
meeting. However, if other matters properly come before the
meeting, it is the intention of the persons named in the enclosed
proxy to vote thereon in accordance with their judgment. In the
event that any nominee is unable to serve as a director at the
date of the meeting, the enclosed form of proxy will be voted for
any nominee who shall be designated by the Board of Directors to
fill such vacancy.
Under New York Law and the Company's Certificate of
Incorporation and By-laws, if a quorum is present, directors are
elected by a plurality of the votes cast by the holders of shares
entitled to vote thereon. A majority of the outstanding shares
entitled to vote, present in person or represented by proxy
constitutes a quorum. Shares represented by proxies withholding
votes from all nominees will be counted only for purposes of
determining a quorum.
Ernst & Young are the independent auditors for the
Company. A representative of Ernst & Young is expected to be
present at the shareholders' meeting with the opportunity to make
a statement if such representative desires to do so, and is
expected to respond to appropriate questions.
The entire cost of soliciting proxies hereunder will be
borne by the Company. Proxies will be solicited by mail, and may
be solicited personally by directors, officers or regular
employees of the Company who will not be compensated for their
services.
The Company intends to furnish to its shareholders an
annual report containing audited financial statements.
Shareholders who would like a copy of the Company's 1993 Annual
Report on Form 10-K, and the Amendment to the Company's 1993
Annual Report on Form 10-K/A, filed with the Securities Exchange
Commission may obtain one, without charge, by writing to: Alisa
R. Diamond-Lichaw, Secretary, Price Communications Corporation,
45 Rockefeller Plaza, Suite 3201, New York, New York 10020.
New York, New York
May 17, 1994
Exhibit A
Certificate of Amendment
of the
Amended and Restated Certificate of Incorporation
of
Price Communications Corporation
Under Section 805 of the Business Corporation Law
It is hereby certified that:
1. The name of the Corporation is Price
Communications Corporation.
2. The Certificate of Incorporation of the
Corporation was filed by the Department of State on August 1,
1979. The Amended and Restated Certificate of Incorporation of
the Corporation was filed by the Department of State on December
29, 1992.
3. The amendments of the Corporation's Amended and
Restated Certificate of Incorporation effected hereby are as
follows:
The increase in the number of shares of the
Corporation's preferred stock, par value $.01 (the "Preferred
Stock") which the Corporation shall have authority to issue to up
to 20,000,000 shares; and the elimination of the requirement of
shareholder authorization for the establishment of one or more
series of Preferred Stock.
4. To accomplish the foregoing amendments, each of
Paragraph A and C of Article FOURTH of the Corporation's Amended
and Restated Certificate of Incorporation are hereby amended to
read, respectively, in their entirety as follows:
A.
The total number of shares of capital stock which the
Corporation shall have authority to issue is Sixty Million
(60,000,000) shares, of which Forty Million (40,000,000) shares
shall be common stock, $.01 par value per share (the "Common
Stock"), and Twenty Million (20,000,000) shares shall be
preferred stock, par value $.01 per share (the "Preferred
Stock"). Shares of capital stock of the Corporation may be
issued for such consideration, not less than the par value
thereof, as shall be fixed from time to time by the Board of
Directors, and shares issued for such consideration shall be
fully paid and nonassessable.
C.
The Corporation may issue Preferred Stock from time to
time in one or more series as may be established by the adoption
of a resolution or resolutions relating thereto by the Board of
Directors and set forth in a certificate of amendment prepared
and delivered in accordance with Section 805 of the Business
Corporation Law, with each series having such voting powers, full
or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other
special rights, and such qualifications, limitations or
restrictions thereof or thereon, as shall be stated and expressed
therein.
5. The foregoing amendments of the Corporation's
Amended and Restated Certificate of Incorporation were authorized
by vote of the Board of Directors of the Corporation at a meeting
thereof followed by the vote of the holders of at least a
majority of all of the outstanding shares of the Corporation
entitled to vote on said amendments.
IN WITNESS WHEREOF, we have signed this Certificate of
Amendment on the day of , 1994, and we affirm the
statements contained therein as true under penalties of perjury.
Robert Price, President
Alisa R. Diamond-Lichaw, Secretary
