<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 / /
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
PRICE COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 to 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. (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
______________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / 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 Tuesday, April 2, 1996 at 10:00 a.m.
Eastern Standard Time for the following purposes:
1. To elect six directors; and
2. To transact such other business as may properly be
brought before the meeting.
The Board of Directors has fixed the close of business on March 8, 1996
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
March 12, 1996
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>
<CAPTION>
<S> <C>
PROXY STATEMENT .......................................................... 1
PRINCIPAL SHAREHOLDERS ................................................... 2
SECURITY OWNERSHIP OF MANAGEMENT ......................................... 3
DIRECTORS AND EXECUTIVE OFFICERS ......................................... 4
EXECUTIVE COMPENSATION ................................................... 7
SHAREHOLDERS' PROPOSALS .................................................. 11
GENERAL .................................................................. 11
</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"), which will be
held at the offices of Proskauer Rose Goetz & Mendelsohn LLP, 1585 Broadway, New
York, New York on Tuesday, April 2, 1996 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.
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.
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.
As of March 8, 1996, the record date for the Meeting, 9,518,242 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 March 8, 1996 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 March 12, 1996.
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. If a quorum
is established, directors will be elected by plurality vote.
<PAGE> 5
PRINCIPAL SHAREHOLDERS
As of February 29, 1996, 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:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS TITLE OF CLASS OWNERSHIP(1) OF CLASS
---------------- -------------- ------------ --------
<S> <C> <C> <C>
Robert Price............................................... Common Stock 1,837,389(2) 19.3%
45 Rockefeller Plaza shares
New York, New York 10020
Franklin Advisers, Inc..................................... Common Stock 2,291,953(3) 24.1%
Mariners 777 Island Blvd. shares
San Mateo, CA 94403
Hilltop Partners, L.P...................................... Common Stock 1,187,151(4) 12.5%
Laifer, Inc. shares
114 West 47th Street
New York, NY 10036
Fir Tree Partners.......................................... Common Stock 895,594(5) 9.4%
1211 Avenue of the Americas shares
New York, New York 10036
</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, 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 625,000 shares subject to an option granted to Mr. Price
which is not exercisable within 60 days of February 29, 1996 and is
described in this Proxy Statement under "Executive Compensation." Mr. Price
has the sole power to vote and direct the disposition of 650,238 of the
1,837,389 shares shown in the table. Of the remaining shares, 1,187,151
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 1,187,151 shares as long as they are
beneficially owned by it.
(3) Represents shares held by Franklin Resources, Inc., its subsidiaries and
various investment companies advised by such subsidiaries as to which
Franklin Resources, Inc. may be deemed to have sole voting power and shared
dispositive power.
(4) See Footnote 2 for certain information with respect to a right of first
refusal and an irrevocable proxy granted with respect to these shares.
(5) Represents shares held for the account of Fir Tree Value Fund, L.P., as to
which Fir Tree, Inc., doing business as Fir Tree Partners, has sole voting
and dispositive power.
2
<PAGE> 6
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 February 29, 1996 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
NATURE OF
TITLE BENEFICIAL PERCENT
NAME OF CLASS OWNERSHIP OF CLASS
---- -------- --------- --------
<S> <C> <C> <C>
Robert Price.............................................. Common Stock 1,837,389(1) 19.3%
George H. Cadgene......................................... Common Stock 2,208(3) (2)
Robert F. Ellsworth....................................... Common Stock 8 (2)
Robert Paul............................................... Common Stock 0 (2)
Kim I. Pressman........................................... Common Stock 53,927(4) (2)
Steven Price.............................................. Common Stock 6,250 (2)
All executive officers and directors as a group
(6 persons)........................................... Common Stock 1,899,782(5) 19.8%
</TABLE>
- ----------
(1) Does not include 625,000 shares subject to an option granted to Mr. Price
which is not exercisable within 60 days of February 29, 1996 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) Less than 1%
(3) Includes 332 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 53,916 shares issuable upon exercise of stock options within 60
days of February 29, 1996.
(5) Includes 53,916 shares issuable upon exercise of stock options within 60
days of February 29, 1996. See "Executive Compensation-Stock Options."
3
<PAGE> 7
DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to amendments adopted at the 1995 Annual Meeting of
Shareholders, the Company's Certificate of Incorporation, as amended, provides
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. Pursuant to such
amendments, directors will be elected annually for terms ending at the next at
the Annual Meeting of Shareholders. The Board of Directors currently consists of
six members.
The following table sets forth the nominees for election as directors
of the Company, their respective ages, the year in which each became a director,
and, where applicable, the offices of the Company held by such director.
<TABLE>
<CAPTION>
Director
Director's Name Age Since
- --------------- --- -----
<S> <C> <C>
Robert Price ........................................... 63 1979
President, Chief Executive Officer and Treasurer
George H. Cadgene ...................................... 77 1981
Robert F. Ellsworth .................................... 69 1981
Robert Paul ............................................ 64 1994
Kim I. Pressman ........................................ 39 1993
Executive Vice President and Secretary
Steven Price ........................................... 34 1994
</TABLE>
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 serves as the Representative of The Majority
Leader and President Pro Tem of the New York Senate on the Board of Directors of
the Municipal Assistance Corporation for the City of New York. Mr. Price also
has been nominated by Governor George Pataki of New York to a seven year term as
a Member of the Board of Trustees of the City University of New York. This
requires New York State Senate approval, which is expected in April 1996. 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
4
<PAGE> 8
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 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 eight times during the year
ended December 31, 1995. 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 fees of
$25,000 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 did not meet during 1995.
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 one meeting in 1995.
5
<PAGE> 9
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 1995. 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
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.......... 63 President, Chief Executive Officer and 1979
Treasurer
Kim I. Pressman....... 39 Executive Vice President and Secretary 1984
</TABLE>
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following Summary Compensation Table includes individual
compensation information for services rendered in all capacities during the
fiscal years ended December 31, 1995, December 31, 1994 and December 31, 1993 by
the Chief Executive Officer and each other person who served as an executive
officer during 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Securities Underlying
Salary Bonus Options
Name/Title Year ($) ($) (#)
---------- ---- ------ ----- ---------------------
<S> <C> <C> <C> <C>
Robert Price ................ 1995 306,300 415,000 0
President, Chief 1994 300,000 200,000 625,000
Executive Officer 1993 200,000 250,000 0
and Treasurer
Kim I. Pressman ............. 1995 100,000 120,000 47,750
Executive Vice 1994 95,000 30,000 25,000
President and 1993 90,417 25,000 0
Secretary
James Lyndon Kreps (1) ...... 1995 93,500 25,000 12,500
Senior Vice President 1994 -- -- --
and Controller 1993 -- -- --
</TABLE>
- -------------------------
(1) Mr. Kreps became an executive officer in 1995 and resigned his position with
the Company on March 1, 1996.
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).
7
<PAGE> 11
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 the
Standard & Poor's Broadcast Industry Index cumulative total return. The graph
assumes investment of $100 on December 31, 1990 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>
Company/Index Dec 90 Dec 91 Dec 92 Dec 93 Dec 94 Dec 95
<S> <C> <C> <C> <C> <C> <C>
Price Communications Corp $100 $50 $60 $105 $174 $267
S&P 500 Index $100 $130 $140 $155 $157 $215
Broadcast Media $100 $108 $131 $184 $171 $224
</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, all
Section 16(a) filing requirements applicable to directors and executive officers
were timely satisfied during the fiscal year ended December 31, 1995.
8
<PAGE> 12
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, 1995.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% of Total Potential Realized Value at
Number of Options Assumed Annual Rates of Stock
Securities Granted to Price Appreciated for Option
Underlying Employees in Term (2)
Options Fiscal Exercise -----------------------------
Name Granted(1) Year Price Expiration Date 5% 10%
---- ---------- ------ ------- --------------- --- ---
<S> <C> <C> <C> <C> <C> <C>
Robert Price......... -- -- -- -- -- --
Kim I. Pressman...... 18,750 $5.15 January 5, 2005 $60,600 $153,900
17,000 $5.63 June 13, 2005 $60,200 $142,970
12,000 $7.88 August 23, 2005 $59,500 $141,240
------
47,750 32.8%
====== ====
James Lyndon Kreps... 12,500 8.6% $5.15 January 5, 2005 $40,400 $102,625
</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 (1) 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 January 5, 2005 would have to
be $8.39 and $13.36 per share, respectively.
9
<PAGE> 13
The following table reflects the number of stock options held by the
executive officers named in the Summary Compensation Table on December 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL OPTIONS AT FISCAL
ACQUIRED ON VALUE YEAR END YEAR END
EXERCISE REALIZED ---------------------------- ------------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert Price .......... -- -- -- 625,000 -- $3,125,000
Kim I. Pressman ....... 10,000 $58,013 40,166 47,750 $213,873 $ 95,168
James Lyndon Kreps .... -- -- -- 12,500 -- $ 35,625
</TABLE>
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 Committee believes
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.
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
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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 $415,000 for 1995.
Among the factors taken into account by the Company's Board of Directors and
Stock Option and Compensation Committee 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 1995, with a cash value that the Board and such
Committee estimated at approximately $290,000 and that the Company's net income
for 1995 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.
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)
SHAREHOLDERS' PROPOSALS
Proposals of shareholders to be presented at the annual meeting to be
held in 1997 must be received for inclusion in the Company's proxy statement and
form of proxy by November 12, 1996.
GENERAL
Arthur Andersen & Co. has been engaged as the Company's independent
auditors for 1996. A representative of Arthur Andersen & Co. 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. Arthur Andersen & Co. was engaged as the Company's independent
auditors on June 13, 1995; KPMG Peat Marwick LLP ("KPMG") resigned as the
Company's independent auditors on March 7, 1995. Such engagement and dismissal
were approved by the Company's Board of Directors. KPMG had been engaged as the
Company's independent auditors on October 6, 1994 concurrent with the dismissal
of Ernst & Young. The Company believes that there were disagreements with Ernst
&
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<PAGE> 15
Young 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 and KPMG's reports on the Company's consolidated financial statements
for the years ended December 31, 1993 and December 31, 1994, respectively (the
only fiscal years for which Ernst & Young and KPMG, respectively, served as the
Company's principal accountants) did not contain an adverse opinion or a
disclaimer of 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 1995 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
March 12, 1996
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<PAGE> 16
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 Tuesday, April 2, 1996,
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. The Board of Directors recommends votes FOR the election of all
nominees.
/ / 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) In their discretion on any other matters properly coming before the meeting
or any adjournments thereof.
------------------------------------------
SIGNATURE(S) OF SHAREHOLDER(S)
DATED:______________________________,1996
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.
