PRICE COMMUNICATIONS CORP, DEF 14A, 1995-02-02

PRICE COMMUNICATIONS CORP
DEF 14A, 1995-02-02
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<PAGE> 1

SCHEDULE 14A INFORMATION

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:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.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):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(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 of 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. Identify 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 Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

PRICE COMMUNICATIONS CORPORATION
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020

------------------------

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
LLP, 1585 Broadway, New York, New York on Wednesday, March 1, 1995 at 10:00 a.m.
Eastern Standard Time for the following purposes:

1. To elect six directors;

2. To act on proposals to amend the Company's Amended and Restated
Certificate of Incorporation to:

a. Increase the number of shares of Preferred Stock that the
Company shall have authority to issue;

b. Authorize the Board of Directors to establish series of
Preferred Stock for acquisitions and other purposes;

c. Continue with nine Directors the classification of the Board of
Directors currently in place pursuant to the Company's court-ordered
Plan of Reorganization;

d. If the amendment continuing the classification of the Board of
Directors is not adopted, provide for a Board of from five to ten
Directors, as set from time to time by resolution of the Board;

e. Permit the removal of Directors only for cause by deleting the
provision allowing Directors to be removed without cause;

f. Permit the holders of not less than a majority of the
outstanding shares of the Company's Common Stock to call a special
meeting of shareholders; and

3. To transact such other business as may properly be brought before
the meeting.

The Board of Directors has fixed the close of business on January 23, 1995,
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

KIM I. PRESSMAN,
Executive Vice President and Secretary
January 30, 1995

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.
<PAGE> 3

PROXY STATEMENT

TABLE OF CONTENTS

<TABLE>
<S> <C>
Proxy Statement......................................................................... 1

Principal Shareholders.................................................................. 2

Security Ownership of Management........................................................ 3

Directors and Executive Officers........................................................ 4

Executive Compensation.................................................................. 8

Certain Relationships and Related Transactions.......................................... 12

Proposed Amendments to the Certificate of Incorporation (i) Increasing the Number of
Authorized Shares of Preferred Stock and (ii) Authorizing the Board of Directors to
Establish Series of Preferred Stock................................................... 12

Proposed Amendments to the Certificate of Incorporation (i) Continuing the
Classification of the Board of Directors or, in the Alternative, Providing for a
Board of From Five to Ten Directors, (ii) Permitting the Removal of Directors only for
Cause by eliminating the Removal of Directors Without Cause, and (iii) Permitting the
Holders of Not Less than a Majority of the Outstanding Shares to Call a Special
Meeting of Shareholders............................................................... 14

Shareholder Proposals................................................................... 16

General................................................................................. 16
</TABLE>

ii
<PAGE> 4

PRICE COMMUNICATIONS CORPORATION
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020

------------------------

PROXY STATEMENT

------------------------

This Proxy 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, referred to in the foregoing Notice (the "Meeting"), to be held at the
offices of Proskauer Rose Goetz & Mendelsohn LLP, 1585 Broadway, New York, New
York, on Wednesday, March 1, 1995 at 10:00 a.m. Eastern Standard Time. If not
otherwise specified, all proxies received pursuant to this solicitation will be
voted in the election of directors FOR the persons named herein and FOR each of
the proposed amendments to the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") identified in the foregoing
Notice and described herein.

Shareholders who execute proxies may revoke them at any time before they
are exercised by delivering a written notice to the Secretary of the Company
stating that the proxy is revoked, by executing a subsequent proxy and
presenting it to the Secretary of the Company, or by attending the Meeting and
voting in person.

As of January 23, 1995, the record date for the Meeting, 8,972,445 shares
of the Company's Common Stock were outstanding and entitled to vote at the
Meeting, with each share being entitled to one vote. Only shareholders of record
at the close of business on January 23, 1995 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 February 1, 1995.
<PAGE> 5

PRINCIPAL SHAREHOLDERS

As of December 31, 1994, the following were the only persons known by the
Company to own beneficially (as defined under the 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
---------------- ----- ------------ -------
<S> <C> <C> <C>
Robert Price......................................... Common Stock 2,620,635(2) 29.2%
45 Rockefeller Plaza shares
New York, New York 10020

Franklin Advisers, Inc............................... Common Stock 1,833,533 20.4%
Mariners 777 Island Blvd. shares
San Mateo, CA 94403

Hilltop Partners, L.P................................ Common Stock 1,034,144(3) 11.5%
Laifer Inc. shares
114 West 47th Street
New York, NY 10036

S.A.C. Capital Management, L.P....................... Common Stock 862,300(4) 9.6%
520 Madison Avenue shares
New York, New York 10022

Massachusetts Financial.............................. Common Stock 769,275 8.6%
Services Company shares
500 Boylston Street
Boston, MA 02116

T. Rowe Price Associates, Inc........................ Common Stock 673,654(5) 7.5%
100 East Pratt Street shares
Baltimore, MD 21202

Bruce D. Ovitz....................................... Common Stock 635,849 7.1%
227 West Monroe Street shares
Suite 5025
Chicago, Illinois 60606
</TABLE>

- ---------------
(1) Under the 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. Except as to Mr. Price, Franklin Advisers,
Inc. and S.A.C. Capital Management, L.P., the information provided with
respect to these shareholders is based solely on the respective reports on
Schedule 13D or 13G filed by such shareholders.

(2) Does not include 500,000 shares subject to an option granted to Mr. Price
which is not exercisable within 60 days of December 31, 1994 and is
described in this Proxy Statement under "Executive Compensation." Mr. Price
has the sole power to vote and direct the disposition of 724,191 of the
2,620,635 shares shown in the table. Of the remaining shares, 1,034,144
shares are beneficially owned by Laifer Inc., which has granted Mr. Price
and his assignees a right of first refusal to purchase any of these shares
that Laifer Inc. proposes to sell, on the same terms as the proposed sale,
provided that Mr. Price or such assignees purchase all of the shares
proposed to be sold. In addition, Laifer Inc. has granted Mr. Price an
irrevocable proxy to vote all such 1,034,144 shares as long as they are
beneficially owned by it. Such 2,620,635 shares also include 862,300 shares
beneficially owned by S.A.C. Capital Management, L.P., which Mr. Price has
agreed to purchase or cause to be purchased on or before February 1, 1995.
Mr. Price's agreement with S.A.C. has been assigned by Mr. Price to the
Company.

(3) See Footnote 2 for certain information with respect to a right of first
refusal and an irrevocable proxy granted with respect to these shares.

(4) As general partners of S.A.C. Capital Management, L.P., Steven A. Cohen and
Lawson Capital Management, Inc. share with it the power to vote and dispose
of these shares and, accordingly, are

2
<PAGE> 6

deemed to be the beneficial owners of such shares for purposes of the
reporting requirements of the Securities Exchange Act of 1934. See Footnote
2 for certain information with respect to an agreement of sale with respect
to these shares.

(5) These shares are owned by various individual and institutional investors
including T. Rowe Price Mutual Funds, for which T. Rowe Price Associates,
Inc. ("Associates") serves as investment adviser with power to direct
investments and/or sole power to vote these shares. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, Associates is
deemed to be a beneficial owner of such securities; however, Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities.

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) as of December 31, 1994 by each director and
nominee, each executive officer named in "Executive Compensation" and all
executive officers and directors as a group in each case with sole power to vote
or dispose of such shares unless otherwise noted.

<TABLE>
<CAPTION>
AMOUNT
AND
TITLE NATURE OF PERCENT
OF BENEFICIAL OF
NAME CLASS OWNERSHIP CLASS
- ---- ------ ---------- -------
<S> <C> <C> <C>
Robert Price........................................ Common Stock 2,620,635(1) 29.2%
Bill Bengtson....................................... Common Stock 18,807(2) (3)
George H. Cadgene................................... Common Stock 1,766(4) (3)
Robert F. Ellsworth................................. Common Stock 68 (3)
James Lyndon Kreps.................................. Common Stock 0 (3)
Robert Paul......................................... Common Stock 0 (3)
Kim I. Pressman..................................... Common Stock 40,144(5) (3)
Steven Price........................................ Common Stock 5,000 (3)
All executive officers and directors as a group
(8 persons)....................................... Common Stock 2,686,420(6) 29.9%
</TABLE>

- ---------------
(1) Does not include 500,000 shares subject to an option granted to Mr. Price
which is not exercisable within 60 days of December 31, 1994 and is
described in this Proxy Statement under "Executive Compensation." See
Footnote (2) under "Principal Shareholders" for certain information with
respect to Mr. Price's beneficial ownership of the shares shown.

(2) Represents shares issuable upon exercise of stock options within 60 days of
December 31, 1994.

(3) Less than 1%.

(4) Includes 266 shares held by Mr. Cadgene's wife, as to which Mr. Cadgene
disclaims beneficial ownership.

(5) Includes 11 shares Ms. Pressman owns in a self-directed IRA account.
Includes 20,133 shares issuable upon exercise of stock options within 60
days of December 31, 1994.

(6) Includes 78,235 shares issuable upon exercise of stock options within 60
days of December 31, 1994. See "Executive Compensation-Stock Options."

See "Directors and Executive Officers", "Executive Compensation", and
"Certain Relationships and Related Transactions" for a description of certain
other relationships and related transactions.

3
<PAGE> 7

DIRECTORS AND EXECUTIVE OFFICERS

The Certificate of Incorporation, which was promulgated with the Company's
creditors under court approval as part of the Company's Plan of Reorganization,
currently sets at ten the number of Directors constituting the entire Board of
Directors and establishes a "classified board" divided into three classes. The
Certificate of Incorporation provides that such classification will terminate as
of the Meeting, and that the provisions relating to the Board of Directors may
be amended after December 30, 1995 (the third anniversary of the consummation of
the Company's Plan of Reorganization) with the affirmative vote of the holders
of a majority of the outstanding shares of the Company's Common Stock (with the
vote of 80% of such shares being required for amendments on or prior thereto).

The Board of Directors will nominate six individuals for election at the
Meeting, and will not vote the proxies being solicited to fill the four
vacancies that will remain on the Board. The Board proposes to continue as of
January 2, 1996 the classification of the Board of Directors currently in place
pursuant to the Company's court-ordered Plan of Reorganization. If such
amendment is adopted by the shareholders, as of January 2, 1996 the Board will
consist of three classes, with three Directors in each class, and three of the
Directors elected at the Meeting will be placed in the class whose terms of
office will continue until the 1997 annual meeting of shareholders and the other
three Directors elected at the Meeting will be placed in the class whose terms
of office will continue until the 1998 annual meeting of shareholders. (The
identities of the Directors nominated for each such class are set forth in the
table below.) If the amendment is adopted, the Board of Directors intends to
fill (at or about the time such amendment becomes effective in January 1996) the
three vacancies in the class whose term of office will expire at the 1996 annual
meeting of shareholders. If the amendment continuing the classification of the
Board is not adopted by the shareholders, each of the Directors elected at the
Meeting will serve for a one-year term and until his or her successor is elected
and qualify (whether or not the alternative amendment described below is
adopted). See "Proposed Amendments to the Certificate of Incorporation (i)
Continuing the Classification of the Board of Directors or, in the Alternative,
Providing for a Board of Directors of From Five to Ten Directors, (ii)
Permitting the Removal of Directors only for Cause by Eliminating the Removal of
Directors Without Cause, and (iii) Permitting the Holders of Not Less than a
Majority of the Outstanding Shares to Call a Special Meeting of Shareholders."

If the amendment continuing the court-approved classification of the Board
is not adopted by the shareholders, the Board has proposed an amendment to the
Certificate of Incorporation providing for a Board of Directors consisting of
from five to ten members, with the actual number being set from time to time by
resolution of the Board. If that amendment is adopted, the Board currently
intends to set the size of the entire Board initially at six members. Neither
the adoption of this amendment nor any subsequent reduction in the size of the
Board would affect the one-year terms of office to which directors will be
elected at the Annual Meeting. The Board believes that a six person Board is
sufficient for a corporation of the size and nature of the Company. The Board is
proposing a classified Board of nine directors because it believes that having a
classified Board is in the best interests of the Company and its shareholders
and New York law requires a minimum of three directors in each class. The Board
is further of the view that continuation of a classified board is consistent
with the corporate governance provisions promulgated as in the Company's best
interests with the Company's Creditors under court approval as part of the
Company's Plan of Reorganization.

If neither amendment is adopted, the Board will continue to consist of ten
seats, all of which will be up for election at the 1996 Annual Meeting of
Shareholders.

4
<PAGE> 8

The following table sets forth the nominees for election as Directors of
the Company, their respective ages, the respective terms they would serve if the
proposed amendment to continue the classification of the Board is adopted, the
year in which each became Director, and, where applicable, the offices of the
Company held by such Director.

<TABLE>
<CAPTION>
DIRECTOR NOMINATED FOR
DIRECTOR'S NAME AGE SINCE TERM EXPIRING(1)
- --------------- --- -------- ----------------
<S> <C> <C> <C>
Robert Price................................................. 62 1979 1997
President, Chief Executive Officer and Treasurer
George H. Cadgene............................................ 76 1981 1997
Robert F. Ellsworth.......................................... 68 1981 1998
Robert Paul.................................................. 63 1994 1997
Kim I. Pressman.............................................. 38 1993 1998
Executive Vice President and Secretary
Steven Price................................................. 33 1994 1998
</TABLE>

- ---------------
(1) Assumes adoption of the proposed amendment continuing the Company's
classified Board.

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 a 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 President of TLM Corporation, and a Director and
President of PriCellular Corporation.

George H. 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.

Robert F. 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.

Robert Paul is a graduate of New York University and Columbia Law School.
He is a member of the law firm of Hornsby Sacher Zelman Stanton & Paul, Miami,
Florida. From 1964 to 1994 he was a partner in the firm of Paul Landy Beiley &
Harper, P.A. He is a member of the Board of Trustees of the University of Miami
and the Executive Committee of the Greater Miami Chamber of Commerce, and is a
past President and a member of the Board of Directors of the Zoological Society
of Florida and now serves as Chairman of its Board of Trustees. He is a director
of the Republic National Bank of Miami. He has also served as past President and
Director of the Florida Philharmonic, past Director of the Greater Miami Opera
Association and has participated in several European trade missions sponsored by
Florida Governors.

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 Executive Vice President and Secretary in

5
<PAGE> 9

October 1994, Ms. Pressman was Vice President and Treasurer of the Company from
November 1987 to December 1989, and Senior Vice President of the Company from
January 1990 to September 1994. She was also Secretary of the Company from July
1989 to February 1990. Ms. Pressman 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 Secretary of PriCellular Corporation.

Steven Price is Vice President -- Director of Corporate Development of
PriCellular Corporation. From 1990 to 1993 he was an attorney with Davis Polk &
Wardwell. Prior thereto, Mr. Price was appointed by President Bush to serve in
the U.S. State Department as Special Assistant to the Chief U.S. Nuclear Arms
Negotiator, and worked in the mergers and acquisitions department of Goldman,
Sachs & Co. He is a graduate of Brown University and Columbia Law School and is
the son of Robert Price, the President of the Corporation.

The Board of Directors of the Company met six times during the year ended
December 31, 1994. Each member of the Board attended all of the meetings of the
Board and the committees of the Board of which he or she is a member held during
the year while he or she was a member thereof.

Directors are compensated for their reasonable travel and related expenses
in attending in-person Board of Directors or committee meetings, and directors
who are not officers or employees of the Company receive $2,000 for attendance
at each Board of Directors or committee meeting. Each such director also
receives fees of $7,000 per annum in addition to meeting fees; provided,
however, that no director may receive fees in excess of $15,000 per annum.

The Board of Directors has established an Audit and Finance Committee, a
Stock Option and Compensation Committee, and a Nominating Committee. The Audit
and Finance Committee consists of Messrs. Cadgene, Ellsworth and Paul. 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 the
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, (iv) reviewing, either directly or through
the independent accountants, the internal accounting and auditing procedures of
the Company and (v) studying various issues relating to the capital structure of
the Company. The Audit Committee held three meetings in 1994.

The Stock Option and Compensation Committee consists of Messrs. Cadgene,
Ellsworth and Paul. Its functions include reviewing and approving arrangements
relating to the compensation of executive officers of the Company and
administering the Company's 1992 Long Term Incentive Plan. The Compensation
Committee held two meetings in 1994.

The Nominating Committee consists of Messrs. Cadgene, Ellsworth and Paul.
The Nominating Committee nominates candidates for election to the Company's
Board of Directors and met once in 1994. The Nominating Committee will consider
nominations by shareholders 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 at which
directors are to be elected; 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 shareholder's notice to the Secretary must set
forth in writing (i) as to each person whom the shareholder proposes to nominate
for election or reelection as a director, all information relating to such
person that is required to be disclosed in connection with the solicitation or
proxies for election of directors, or is otherwise required, in each case

6
<PAGE> 10

pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any
successor regulation or law, including, without limitation, such person's
written consent to being named in the proxy statement as a nominee and to
serving as director if elected; and (ii) as to the shareholder or shareholders
giving notice, (x) the name and address, as they appear on the Company's books,
of such shareholder or shareholders and (y) the class and number of shares of
the Company which are beneficially owned by such shareholder or shareholders.

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 his or her successor has been duly elected and
qualified. Certain biographical information with respect to each executive
officer who is not also a Director of the Company is also provided.

<TABLE>
<CAPTION>
EXECUTIVE
OFFICER
OFFICER'S NAME AGE POSITION SINCE
- -------------- --- -------- ---------
<S> <C> <C> <C>
Robert Price....................... 62 President, Chief Executive Officer and 1979
Treasurer

Kim I. Pressman.................... 38 Executive Vice President and Secretary 1984

Bill Bengston...................... 63 Senior Vice President/Television 1989

James Lyndon Kreps................. 34 Vice President and Controller 1995
</TABLE>

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.

James Kreps, a certified public accountant and graduate of Bucknell
University, assumed his current position in July 1994. Prior to joining the
Company in 1994, Mr. Kreps was Vice President of Promotional Concept Group, Inc.
From June 1989 to September 1992 Mr. Kreps served in various positions at
Paramount Pictures Corporation including Director of Financial Reporting and
Analysis in the Television Group. From April 1988 to June 1989, Mr. Kreps was a
Supervisor of Internal Audit for Gulf & Western (Paramount Communications
Corporation). Mr. Kreps also spent four years with Coopers & Lybrand.

7
<PAGE> 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, 1994, December 31, 1993 and December 31, 1992 by the Chief
Executive Officer and the two other most highly paid executive officers in
office on December 31, 1994 whose salary and bonus for the year ended December
31, 1994 exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL ------------
COMPENSATION SECURITIES
-------------------- UNDERLYING ALL OTHER
SALARY BONUS OPTIONS COMPENSATION
NAME/TITLE YEAR ($) ($) (#) ($)
---------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert Price....................... 1994 300,000 200,000 500,000
President, Chief 1993 200,000 250,000 0
Executive Officer 1992 372,290 150,000 0
and Treasurer

Kim I. Pressman.................... 1994 95,000 30,000 20,000
Executive Vice 1993 90,417 25,000 0
President and 1992 90,000 10,000 40,133 18,750(1)
Secretary

Bill Bengston...................... 1994 131,000 15,000 10,000
Senior Vice President/ 1993 131,000 5,000 0
Television 1992 131,000 41,513 21,407
</TABLE>

- ---------------
(1) 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.

In October 1994, the Company entered into a new employment agreement with
Robert Price, the President of the Company, for a three-year term ending October
6, 1997, subject to extension. The agreement provides for base compensation at
the rate of $300,000 per annum, subject to certain cost of living increases, and
such performance bonuses as may be determined by the Board of Directors in its
sole discretion. Under the 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 without 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. Good
Reason is defined to include the occurrence of a Change in Control (as defined
in the agreement).

The Company has also entered into an employment agreement with Kim I.
Pressman, the Executive Vice President and Secretary of the Company, for a
three-year term ending January 5, 1998, subject to extension. The Agreement
provides for a base compensation at the rate of $100,000 per annum, subject to
certain cost of living increases, and discretionary performance bonuses. Under
the employment agreement, if the Company terminates Ms. Pressman's employment
without Cause (as defined therein), or if Ms. Pressman terminates her employment
at her option, Ms. Pressman will be entitled to a severance payment from the
Company equal to one year's base salary. If the Company terminates Ms.
Pressman's employment without Cause, or if Ms. Pressman terminates her
employment for Good Reason (as defined in the employment agreement), Ms.
Pressman will be entitled to a severance payment from the Company equal to three
years' base salary. Good Reason is defined to include the occurrence of a Change
in Control (as defined in the agreement).

8
<PAGE> 12

PRICE COMMUNICATIONS CORPORATION
STOCK PRICE PERFORMANCE

The following graph shows the five year cumulative total return (change in
the year-end stock price plus reinvested dividends) to shareholders for Price
Communications Corporation compared to the Standard & Poor's 500 Index and
Standard & Poor's Broadcast Industry Index cumulative total return. The graph
assumes investment of $100 on December 31, 1989 in the Company's common stock,
the Standard & Poor's Broadcast Industry Index and the Standard & Poor's 500
Index. The companies represented in the Standard & Poor's Broadcast Industry
Index are not necessarily similar in size to the Company and include some
companies larger than the Company.

COMPARATIVE ANALYSIS
TOTAL RETURN TO SHAREHOLDERS

<TABLE>
<CAPTION>
PRICE
MEASUREMENT PERIOD COMMUNICATIONS S&P 500 BROADCAST
(FISCAL YEAR COVERED) CORP INDEX MEDIA
<S> <C> <C> <C>
1989 100 100 100
1990 3.12 96.89 83.04
1991 1.57 126.42 89.48
1992 1.88 136.05 108.92
1993 3.28 149.76 152.79
1994 5.42 151.74 141.87
</TABLE>

Under the rules of the Securities Exchange Commission (the "SEC") this
graph 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 Company to file with the SEC initial reports of
ownership and reports of changes in ownership of securities of the Company.
Directors and executive officers are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms that they file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1994, all
Section 16(a) filing requirements applicable to directors and executive officers
were timely satisfied, except that Steven Price's initial statement was
inadvertently filed late.

9
<PAGE> 13

STOCK OPTIONS

The following table reflects the number of options shares of the Company's
Common Stock subject to options granted under its 1992 Long Term Incentive Plan
(the "LTIP") during the year ended December 31, 1994.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZED VALUE AT
NUMBER OF % OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATED FOR
UNDERLYING GRANTED TO OPTION TERM(2)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL YEAR PRICE DATE 5% 10%
---- ---------- ------------- -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Robert Price.......... 500,000(3) 89% $3.75 February 10, 2004 $1,180,000 $2,990,000

Kim I. Pressman....... 20,000 3.6% $3.75 February 10, 2004 $ 47,200 $ 119,600

Bill Bengston......... 10,000 1.8% $3.75 February 10, 2004 $ 23,600 $ 59,808

</TABLE>

- ---------------
(1) Upon the occurrence of a "change in control," as defined in the LTIP, the
Company's Stock Option and Compensation Committee may, in its discretion,
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 of the Company's Common Stock subject to the options over (ii) the
aggregate exercise 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 and (ii) the
highest "fair market value," as defined in the LTIP, of the Common Stock at
any time during the 60-day period preceding the change in control.

(2) In order for the named individuals to realize these potential values, the
closing price of the Company's Common Stock on February 10, 2004 would have
to be $6.11 and $9.72 per share, respectively.

(3) Mr. Price's 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 beginning on the earlier of (i) the day immediately
succeeding the date on which the average "fair market value," as defined in
the LTIP, of the Company's Common Stock equals or exceeds $12 for any period
of ten consecutive trading days and (ii) February 10, 2001 and terminating
on February 10, 2004. The option also becomes exercisable upon Mr. Price's
"incapacity" or the termination of his employment for "good reason" or
"without cause," as those terms are defined in Mr. Price's stock option
agreement, or a "change in control", as that term is defined in the LTIP.

The following table reflects the number of stock options held by the
executive officers named in the Summary Compensation Table on December 31, 1994.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL OPTIONS AT FISCAL
ACQUIRED ON VALUE YEAR END YEAR END
EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert Price................ 500,000 $1,375,000

Kim I. Pressman............. 20,000 $43,475 20,133 20,000 $77,109 $ 55,000

Bill Bengtson............... 11,800 $25,519 9,607 10,000 $36,795 $ 27,500
</TABLE>

10
<PAGE> 14

STOCK OPTION AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION AND REPRICING OF OPTIONS

Under the rules of the 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 Stock Option and Compensation Committee of the Board of Directors is
composed of three non-employee directors, Messrs. George H. Cadgene, Robert F.
Ellsworth and Robert Paul. 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 and administering the LTIP. 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 at the station level 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 certain of
such performance target levels were not met, in which cases bonuses based on
cash flow were not paid.

In October 1994, the Company entered into a new employment agreement with
Robert Price, replacing the employment agreement previously in effect. Among the
changes effected in the new agreement were the replacement of provisions
containing awards of stock and cash bonuses to Mr. Price based on formulas set
forth in such prior agreement with a provision permitting the Company's Board of
Directors to award bonuses in its discretion and increasing effective October
1994 Mr. Price's base salary from $200,000 per year to $300,000 per year plus an
annual cost of living adjustment. Among the reasons for the change in Mr.
Price's agreement was the belief that discretionary bonuses would permit the
Board of Directors to make bonus awards taking into account all of the factors
the Board deemed relevant rather than simply the formula factors set forth in
the prior agreement.

The Company has awarded Mr. Price a cash bonus of $200,000 for 1994. Among
the factors taken into account by the Company's Board of Directors in
determining the amount of such bonus were that under Mr. Price's prior
employment agreement he would have become entitled to a stock bonus for 1994
with a cash value that the Board estimated at approximately $290,000, and that
the Company's net income for 1994 was estimated at the highest level of net
income in the Company's history.

The third component of the executive compensation package is 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.

In February 1994 the Company granted Mr. Price under the LTIP an option for
500,000 shares of the Company's Common Stock for $3.75 per share (the fair
market value of the Company's Common Stock on

11
<PAGE> 15

the date of grant), exercisable on the earlier of (i) the date on which the
average fair market value of the Company's Common Stock equals or exceeds $12
per share for any period of ten consecutive trading days and (ii) February 10,
2001 and terminating on February 10, 2004. The option also becomes exercisable
upon Mr. Price's "incapacity" or the termination of his employment for "good
reason" or "without cause," as those terms are defined in Mr. Price's stock
option agreement, or a "change in control," as that term is defined in the LTIP.
The Company's Board of Directors and Stock Option Committee determined to grant
such options to Mr. Price in order to provide him with significant equity
incentive in the Company, maximizing the incentive nature of the options so
that, in general, during the first seven years after the grant thereof such
options would provide a benefit to Mr. Price only if he achieved an
extraordinary increase in the market price of the Company's Common Stock,
significantly benefiting the Company and its shareholders as an entirety.

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.

George H. Cadgene
Robert F. Ellsworth
Robert Paul
(members of the Stock Option and
Compensation Committee)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In May 1994, the Company sold to its former majority owned subsidiary, TLM
Corporation, all of the capital stock of Eimar Realty Corporation, the sole
asset of which is an office building in Nashville, Tennessee, for an aggregate
purchase price of $815,000, consisting of $275,000 in cash and the balance under
a four-year promissory note bearing interest at 5% per annum. The Company had
attempted unsuccessfully to find an unrelated buyer for the Eimar property for
approximately two years prior to such sale. Robert Price and Kim I. Pressman are
officers and directors of TLM Corporation.

On December 5, 1994, Robert Price, the President of the Company, obtained
the right to acquire up to 1,000,000 shares of the Company's Common Stock (the
"Laifer Shares") for an aggregate purchase price of $6,555,000 pursuant to a
Stock Purchase Agreement, among Mr. Price, certain sellers and Laifer Inc. Mr.
Price acquired 300,000 of the Laifer Shares on December 5, 1994. Mr. Price
subsequently assigned his rights to acquire 400,000 of the Laifer Shares to the
Company, and such shares were acquired by the Company on December 15, 1994. Mr.
Price assigned his rights to purchase an additional 100,000 of the Laifer Shares
to an unaffiliated person, which purchased such shares on December 19, 1994, and
Mr. Price acquired the remaining 200,000 shares on December 20, 1994.

See "Principal Shareholders", "Directors and Executive Officers" and
"Executive Compensation" for a description of certain other relationships and
related transactions.

PROPOSED AMENDMENTS TO THE CERTIFICATE OF
INCORPORATION (I) INCREASING THE NUMBER OF AUTHORIZED
SHARES OF PREFERRED STOCK AND (II) AUTHORIZING
THE BOARD OF DIRECTORS TO ESTABLISH SERIES OF PREFERRED STOCK

Article FOURTH of the Certificate of Incorporation authorizes the Company
to issue up to 10,000,000 shares of preferred stock, $.01 par value (the
"Preferred Stock"), no shares of which are outstanding. 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

12
<PAGE> 16

authorized. The Board of Directors has adopted, subject to shareholder approval,
two amendments to the Certificate of Incorporation (the "Preferred Stock
Amendments"), the first of which would increase the number of shares of
Preferred Stock that the Company is authorized to issue to 20,000,000 shares,
and the second of which would eliminate such shareholder authorization
requirement. Set forth as Exhibit A is the text of (i) Paragraph A of Article
FOURTH marked to show the changes to be made by the proposed amendment to
increase the number of shares of Preferred Stock that the Company has authority
to Issue and (ii) Paragraph C of Article FOURTH marked to show the changes to be
made by the proposed amendment to eliminate the shareholder authorization
requirement.

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 Preferred Stock
Amendments because it believes that the 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 a corporation's certificate
of incorporation to authorize preferred stock is to provide flexibility to the
corporations'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 corporation's securities or in connection with
the acquisition of the stock or assets of another corporation, permits a
corporation effectively to use its authorized shares of preferred stock in the
best interests of the corporation and its shareholders. If shareholder
authorization is required for the establishment of each series of preferred
stock, however, the period of time necessary for obtaining such approval may
prevent the corporation from acting with the promptness that the situation
requires, as the process for obtaining such approval could take 60 days or more.

The Board of Directors believes that the Certificate of Incorporation's
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 Preferred Stock 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 in the past been issued by some corporations, 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 Preferred Stock 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 the Company's Common Stock is required for approval of each of the Preferred
Stock Amendments, which are being presented separately for consideration by the
shareholders at the Meeting. If either or both of the Preferred Stock

13
<PAGE> 17

Amendments are adopted by the shareholders, a certificate of amendment effecting
the adopted amendments will be filed as promptly as is practicable following the
Meeting.

The Board of Directors recommends a vote FOR each of the proposed
Amendments to the Certificate of Incorporation.

PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION
(I) CONTINUING THE CLASSIFICATION OF THE BOARD OF DIRECTORS OR,
IN THE ALTERNATIVE, PROVIDING FOR A BOARD OF FROM FIVE TO TEN DIRECTORS,
(II) PERMITTING THE REMOVAL OF DIRECTORS ONLY FOR CAUSE
BY ELIMINATING THE REMOVAL OF DIRECTORS WITHOUT CAUSE, AND
(III) PERMITTING THE HOLDERS OF NOT LESS THAN A
MAJORITY OF THE OUTSTANDING SHARES TO CALL A SPECIAL
MEETING OF SHAREHOLDERS

As noted above under "Directors and Executive Officers," the current
classification of the Company's ten member Board of Directors, which was
promulgated with the Company's creditors under court approval as part of the
Company's Plan of Reorganization, will expire as of the Meeting. The Board of
Directors is unanimously recommending that Article NINTH of the Certificate of
Incorporation be amended, effective as of January 2, 1996, to continue the court
approved classification of the Board of Directors, with a Board consisting of
nine Directors. In the alternative, if such amendment is not adopted by the
shareholders, the Board of Directors has proposed that Article NINTH be amended
to provide for a Board consisting of from five to ten Directors, with the actual
number being set from time to time by resolution of the Board. If this
alternative amendment is adopted, the Board of Directors currently intends to
set the number of Directors constituting the entire Board initially at six,
thereby eliminating the four vacancies which exist in the current ten member
Board (and the consequent difficulties in obtaining a quorum for Board
Meetings). If the amendment continuing the classification of the Board of
Directors with a nine member Board is adopted, the Board of Directors currently
intends to fill the three remaining seats at or about the time such amendment
becomes effective in January, 1996. See "Directors and Executive Officers." If
neither amendment is adopted, the Board will continue to consist of ten seats,
all of which will be up for election at the 1996 Annual Meeting of Shareholders.

The Board is also proposing (i) to further amend Article NINTH to permit
the removal of Directors only for cause by deleting the provision permitting
Directors to be removed without cause, and (ii) to amend Article EIGHTH to
permit the holders of not less than a majority of the outstanding shares of the
Company's common stock to call a special meeting of shareholders. Each of these
proposals will be voted upon separately by the shareholders.

Each of the foregoing amendments that is adopted by the shareholders will
be implemented by the filing of a certificate of amendment on January 2, 1996,
as Article ELEVENTH permits the amendment of Article EIGHTH or Article NINTH
after December 30, 1995 with the affirmative vote of a majority of the
outstanding shares of Common Stock (with the vote of 80% of such shares being
required for amendment on or prior thereto).

GENERAL

The Board of Directors has observed that certain tactics, such as
accumulations of substantial common stock positions as preludes to proxy fights,
hostile tender offers and greenmail, have become relatively common in takeover
practice. The Board believes that such tactics can be highly disruptive to a
corporation and contrary to the overall best interests of its shareholders. The
proposed amendments are being submitted for shareholder approval in the light of
these developments.

A classified board makes it more time-consuming for a substantial
shareholder to gain control of the board of directors without its consent, helps
to assure a measure of continuity in the affairs and business strategies of a
corporation, and provides the board of directors with additional time to review
a proposed business combination with a substantial shareholder and formulate
appropriate responses that, in the business

14
<PAGE> 18

judgement of the board, protect the interests of shareholders as a whole.
Permitting the removal of directors only for cause is necessary to assure that
the advantages of a classified board of directors are not circumvented by an
acquiror removing the entire board without cause and filling the vacancies with
its own nominees. Finally, permitting on the written consent of not less than a
majority of the outstanding shares for the calling of a special shareholder
meeting helps insure that a minority shareholder will not be able to put the
Company "in play" by calling a special shareholders meeting.

The Board believes the proposed amendments, would, if adopted, reduce the
possibility that a third party could effect a sudden change in control of the
Board of Directors without the support of the incumbent directors. Although the
proposed amendments would not impede a takeover of the Company determined by the
Board to be in the best interests of the shareholders as a whole or restrict the
ability of the shareholders to remove any director for cause, adoption of these
amendments may have significant effects on the ability of shareholders of the
Company to change the composition of the incumbent Board of Directors, to affect
its policies generally, and to benefit from transactions which are opposed by
incumbent directors.

Taken together, the proposed amendments are intended to encourage persons
seeking to acquire control of the Company to initiate such an acquisition
through arm's length negotiations with the Board of Directors and to enhance the
ability of the Board of Directors to negotiate with any such potential acquiror.
The Board believes that the amendments would place the Board in a better
position to protect the interests of all the shareholders of the Company in the
event of an unsolicited takeover bid. The amendments are consistent with the
Board's adoption last October of a Shareholder Rights Plan, which also has the
intent of encouraging potential acquiror's to engage in arm's length
negotiations with the Board. The Board further believes that continuation of a
classified board is consistent with the court-approved corporate governance
provisions promulgated with the Company's creditors as in the best interests of
the Company as part of its Plan of Reorganization.

CLASSIFICATION OF THE BOARD OF DIRECTORS

New York law permits provisions in a certificate of incorporation or by-law
approved by shareholders providing for a classified board of directors. The
proposed classified board amendment to the Certificate of Incorporation provides
that, as of the filing of the certificate of amendment on January 2, 1996, the
Board of Directors would be divided into three classes. One class, consisting of
three directors, would hold office for an initial term expiring at the 1996
annual meeting of shareholders; a second class of three directors would hold
office for an initial term expiring at the 1997 annual meeting of shareholders;
and a third class of three directors would hold office for an initial term
expiring at the 1998 annual meeting of shareholders. At each subsequent Annual
Meeting, the successors to the class of directors whose terms expire at that
meeting would be elected for a three-year term. The existing members of the
Board of Directors would be placed in the classes whose terms of office expire
at the 1997 and 1998 annual meetings, respectively, as described under
"Directors and Executive Officers." The proposed amendment will not change the
shareholder vote required for the election of directors, which is by plurality
of the votes cast by the holders of shares entitled to vote in the election. Set
forth as Exhibit B is the text of the first two paragraphs of Article NINTH
marked to show the changes to be made by the proposed amendment to continue the
classification of the Board.

ALTERNATIVE AMENDMENT REGARDING THE COMPOSITION OF THE BOARD OF DIRECTORS

If the proposed amendment to continue the classification of the Board of
Directors is not adopted by the shareholders at the Meeting, the Board of
Directors has proposed an alternative amendment to the Certificate of
Incorporation providing for a Board of Directors consisting of from five to ten
Directors, with the actual number being set from time to time by resolution of
the Board. If this amendment is adopted by the shareholders, the Board currently
intends to set the number of Directors initially at six, the number of Directors
currently in office. As Article NINTH requires that a majority of the entire
Board of Directors be present at a meeting for the Board to take any action, the
presence of four vacancies in the current ten member Board means that the
unavailability of any serving director is sufficient to prevent the Board from
meeting or taking any action, regardless of the urgency of the situation. As
stated under "Directors and Executive Officers," the Board believes that a
six-member Board of Directors is appropriate for the Company. The Board

15
<PAGE> 19

is proposing nine Directors as the size of the proposed classified Board of
Directors because New York law requires at least three directors in each class
and, as stated above, the Board thinks that, consistent with the corporate
governance provisions promulgated with the Company's creditors as part of the
Company's Plan of Reorganization, a classified Board of Directors is in the best
interests of the Company and its shareholders. Set forth as Exhibit C hereto is
the text of the first two paragraphs of Article NINTH marked to show the changes
to be made by such proposed amendment.

REMOVAL OF DIRECTORS

The Certificate of Incorporation currently provides that directors may be
removed by the shareholders with or without cause, but that prior to December
31, 1995 any such removal requires the affirmative vote of 80% of the
outstanding shares of the Company's Common Stock. The proposed amendment would
permit the removal of Directors only for cause by eliminating the provision
permitting the removal of Directors without cause. This amendment would prevent
the holders of a majority of the outstanding shares of Common Stock gaining
control of the Board at any time by from removing the incumbent directors and
simultaneously filling the vacancies created by removal with their own nominees.
Furthermore, if the classified board amendment is passed, this amendment is
necessary to preclude the circumvention of the classified board provisions by
such a group of shareholders. See the Footnote to either Exhibit B or Exhibit C
for the actual change to the text of Article NINTH to be made by the proposed
amendment.

CALLING OF SPECIAL MEETINGS OF SHAREHOLDERS

Under the Certificate of Incorporation, special meetings of the
shareholders of the Company may be called by the Board of Directors or upon the
written request of the holders of 25% or more of the outstanding shares of
Common Stock. The proposed amendment would permit the calling of a special
meeting of shareholders on the written consent of the holders of not less than a
majority of the outstanding shares of Common Stock. (The Board would continue to
have the power to call such meetings.) The presence in person or by proxy of the
majority of the outstanding shares of Common Stock is necessary for a quorum of
any shareholder meetings. The Board of Directors believes that this amendment
would help prevent minority shareholders from putting the Company "in play". It
would not prevent the holders of a majority of the outstanding shares from
requiring the Company to hold a special meeting or adversely affect any person's
ability to solicit proxies from other shareholders to make such a written
request. The amendment would, however, make it more difficult for the holders of
less than a majority of the outstanding shares from calling a special meeting.
Set forth as Exhibit D is the text of Article EIGHTH of the Certificate of
Incorporation marked to show the changes to be made by the proposed amendment.

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 October 3, 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

16
<PAGE> 20

of determining a quorum. If a quorum is established, Directors will be elected
by plurality vote. The affirmative vote of the holders of a majority of the
shares of Common Stock outstanding and entitled to vote will be necessary for
the adoption of any of the proposed amendments to the Certificate of
Incorporation. Consequently, an abstention or broker non-vote with respect to
any proposed amendment will have the same effect as a vote against it.

KPMG Peat Marwick LLP has been engaged as the Company's independent
auditors for 1995. A representative of KPMG Peat Marwick LLP 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. On October 6, 1994, the Company dismissed Ernst & Young as the
Company's independent auditor. Both the dismissal of Ernst & Young and the
concurrent engagement of KPMG Peat Marwick LLP were approved by the Board of
Directors. The Company believes that there were disagreements revolving around
issues relating to the accounting for certain repurchases of its Common Stock
and the manner in which such issues were dealt with. Such issues were resolved
to the satisfaction of Ernst & Young. Ernst & Young's report on the Company's
consolidated financial statements for the year ended December 31, 1993 (the only
fiscal year for which Ernst & Young served as the Company's principal
accountants) did not contain an adverse opinion or a disclaimer audit scope or
accounting principles.

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 1994 ANNUAL REPORT ON FORM 10-K, FILED WITH THE SECURITIES
EXCHANGE COMMISSION MAY OBTAIN ONE, WITHOUT CHARGE, BY WRITING TO: KIM I.
PRESSMAN, SECRETARY, PRICE COMMUNICATIONS CORPORATION, 45 ROCKEFELLER PLAZA,
SUITE 3201, NEW YORK, NEW YORK 10020.

New York, New York
February 1, 1995

17
<PAGE> 21

EXHIBIT A

IF THE PROPOSED AMENDMENT INCREASING THE NUMBER OF SHARES OF PREFERRED
STOCK THAT THE COMPANY HAS AUTHORITY TO ISSUE IS ADOPTED, PARAGRAPH A OF ARTICLE
FOURTH OF THE CERTIFICATE OF INCORPORATION WILL BE AMENDED TO READ AS FOLLOWS
(BOLD, UNDERSCORED TYPE INDICATES ADDITIONS, STRIKE THROUGH TYPE INDICATES
DELETIONS): (In electronic filing version of Exhibits A, B, C, and D - bold,
underscored type is represented as all capitalized and in braces "{" and "}";
strike through type is represented in brackets "[" and "]")

The total number of shares of capital stock which the Corporation shall
have authority to issue is [Fifty] {SIXTY} Million [(50,000,000)]
{(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 [Ten] {TWENTY}
Million [(10,000,000)] {(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.

IF THE PROPOSED AMENDMENT ELIMINATING THE SHAREHOLDER AUTHORIZATION
REQUIREMENT FOR SERIES OF PREFERRED STOCK ESTABLISHED BY THE BOARD OF DIRECTORS
IS ADOPTED, PARAGRAPH C OF ARTICLE FOURTH OF THE CERTIFICATE OF INCORPORATION
WILL BE AMENDED TO READ AS FOLLOWS (BOLD, UNDERSCORED TYPE INDICATES ADDITIONS,
STRIKE THROUGH TYPE INDICATES DELETIONS):

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 [authorized by the Corporation's
shareholders 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.

18
<PAGE> 22

EXHIBIT B

PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION CONTINUING
THE CLASSIFICATION OF THE BOARD OF DIRECTORS

IF THE PROPOSED AMENDMENT TO CONTINUE THE CLASSIFICATION OF THE BOARD OF
DIRECTORS IS ADOPTED, THE FIRST TWO PARAGRAPHS OF ARTICLE NINTH OF THE
CERTIFICATE OF INCORPORATION WILL BE AMENDED TO READ AS FOLLOWS (BOLD,
UNDERSCORED TYPE INDICATES ADDITIONS, STRIKE THROUGH TYPE INDICATES DELETIONS):

The number of directors constituting the entire Board of Directors of the
Corporation shall be [ten (10)] {NINE (9)}. Election of directors need not be by
ballot unless the By-laws so provide. Each director shall hold office for the
term for which elected and until the election and qualification of his or her
successor. Directors may be removed by vote of the shareholders for [or
without](1) cause; provided, however, that during the period from the Effective
Date through the third anniversary of the Effective Time (hereinafter referred
to as the "Restricted Period"), any such removal shall require the affirmative
vote of the holders of at least 80% of the outstanding shares of Common Stock.

The directors of the Corporation [initially] shall be divided into three
classes. The terms of the directors shall be staggered, with three (3)
directors serving initial [one year] terms [(or] until the [first succeeding]
{1996} annual meeting of shareholders[)], three (3) director serving initial
[two year] terms [(or] until the [second succeeding] {1997} annual meeting of
shareholders[)], and [four (4)] {THREE (3)} directors serving initial [three
year] terms [(or] until the [third succeeding] {1998} annual meeting of
shareholders[). The classification of the Board of Directors into classes shall
terminate on the third anniversary of the Effective Time (or at the third
succeeding annual meeting of shareholders), and, to the extent permitted by the
Business Corporation Law, the term of each director then in office will end at
such time, and thereafter all directors shall be elected for one year terms.]
{AT EACH ANNUAL MEETING AFTER SUCH INITIAL CLASSIFICATION, THREE DIRECTORS TO
REPLACE THOSE WHOSE TERMS OF OFFICE AT SUCH ANNUAL MEETING SHALL BE ELECTED TO
HOLD OFFICE UNTIL THE THIRD SUCCEEDING ANNUAL MEETING.}

(1) If the proposed amendment eliminating the removal of Directors without cause
is adopted, the words "or without" will be deleted from this sentence.

19
<PAGE> 23

EXHIBIT C

ALTERNATIVE PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION PROVIDING
FOR A BOARD OF FROM FIVE TO TEN DIRECTORS

IF THE PROPOSED AMENDMENT TO CONTINUE THE CLASSIFICATION OF THE BOARD OF
DIRECTORS IS NOT ADOPTED AND THE ALTERNATIVE PROPOSED AMENDMENT PROVIDING FOR A
BOARD OF DIRECTORS OF FROM FIVE TO TEN MEMBERS IS ADOPTED, THE FIRST TWO
PARAGRAPHS OF ARTICLE NINTH OF THE CERTIFICATE OF INCORPORATION WILL BE AMENDED
AS FOLLOWS (BOLD, UNDERSCORED TYPE INDICATES ADDITIONS, STRIKE THROUGH TYPE
INDICATES DELETIONS):

The number of directors constituting the entire Board of Directors of the
Corporation shall be [ten (10)]{NOT LESS THAN FIVE (5) AND NOT MORE THAN TEN
(10), WITH THE ACTUAL NUMBER OF DIRECTORS BEING SET FROM TIME TO TIME BY
RESOLUTION OF THE BOARD.} Election of directors need not be by ballot unless
the By-laws so provide. Each director shall hold office until the next annual
meeting of shareholders and the election and qualification of his or her
successor. Directors may be removed by vote of the shareholders for [or
without](1) cause; provided, however, that during the period from the Effective
Date through the third anniversary of the Effective Time (hereinafter referred
to as the "Restricted Period"), any such removal shall require the affirmative
vote of the holders of at least 80% of the outstanding shares of Common Stock.

[The directors of the Corporation initially shall be divided into three
classes. The terms of the directors shall be staggered, with three (3) directors
serving initial one year terms (or until the first succeeding annual meeting of
shareholders), three (3) director serving initial two year terms (or until the
second succeeding annual meeting of shareholders), and four (4) directors
serving initial three year terms (or until the third succeeding annual meeting
of shareholders). The classification of the Board of Directors into classes
shall terminate on the third anniversary of the Effective Time (or at the third
succeeding annual meeting of shareholders), and, to the extent permitted by the
Business Corporation Law, the term of each director then in office will end at
such time, and thereafter all directors shall be elected for one year terms.]

(1) If the proposed amendment eliminating the removal of Directors without cause
is adopted, the words "or without" will be deleted from this sentence.

20
<PAGE> 24

EXHIBIT D

PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION
PERMITTING THE HOLDERS OF NOT LESS THAN A
MAJORITY OF THE OUTSTANDING SHARES TO CALL
A SPECIAL MEETING OF SHAREHOLDERS

IF THE PROPOSED AMENDMENT PERMITTING A MAJORITY OF THE HOLDERS OF NOT LESS
THAN A MAJORITY OF THE OUTSTANDING SHARES TO CALL A SPECIAL MEETING OF
SHAREHOLDERS IS ADOPTED, ARTICLE EIGHTH OF THE CERTIFICATE OF INCORPORATION WILL
BE AMENDED TO READ AS FOLLOWS (BOLD, UNDERSCORED TYPE INDICATES ADDITIONS,
STRUCK THROUGH TYPE INDICATES DELETIONS):

A special meeting of the shareholders may be called only by (i) the Board
of Directors or (ii) upon the written request of the holders of [25% or more]
{A MAJORITY} of the outstanding shares of Common Stock.

21
<PAGE> 25

PROXY
- -----
PRICE COMMUNICATIONS CORPORATION
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020

ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints Robert Price and Kim I. Pressman 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 Wednesday, March 1, 1995,
at 10:00 o'clock a.m., Eastern Standard Time at the offices of Proskauer Rose
Goetz & Mendelsohn LLP, 1585 Broadway, New York, New York, 10036 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 FOR proposals (2), (3), (4), (6) and (7) and, if proposal (4) fails
to pass, FOR proposal (5). The Board of Directors recommends votes FOR the
election of all nominees and FOR each proposal.

/ / Check here for address change.

New address: ______________________
___________________________________
___________________________________

/ / Check here if you plan to attend
the meeting.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

(1) Election of Directors:

/ / FOR ALL / / WITHHOLD AUTHORITY / / FOR ALL EXCEPT AS MARKED BELOW
(Instructions: To withhold authority to vote for any individual nominee,
write such name(s) in the space provided below.)

NOMINEES: Robert Price George H. Cadgene Robert F. Ellsworth
Robert Paul Kim I.Pressman Steven Price

Withholding authority for:__________________________________________________

(2) Proposal to amend the Certificate of Incorporation to increase the number of
shares of Preferred Stock which the Company shall have the authority to
issue to 20,000,000 shares.