<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:
<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 Section 240.14a-11(c) or Section 240.14a-2.
</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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(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 (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 Thursday, March 27, 1997 at 10:00 a.m.
Eastern Standard Time for the following purposes:
1. To elect four 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 February 19, 1997
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 3, 1997
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>
PAGE
----
<S> <C>
PROXY STATEMENT..................................................................... 1
PRINCIPAL SHAREHOLDERS.............................................................. 2
SECURITY OWNERSHIP OF MANAGEMENT.................................................... 2
DIRECTORS AND EXECUTIVE OFFICERS.................................................... 3
EXECUTIVE COMPENSATION.............................................................. 5
RELATED PARTY TRANSACTIONS.......................................................... 8
SHAREHOLDERS' PROPOSALS............................................................. 8
GENERAL............................................................................. 9
</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 Thursday, March 27, 1997 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 February 19, 1997, the record date for the Meeting, 7,207,114 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 February 19, 1997 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 3, 1997.
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 19, 1997, 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
TITLE OF BENEFICIAL PERCENT
NAME AND ADDRESS CLASS OWNERSHIP(1) OF CLASS
--------------------------------------------- ------------- ------------ --------
<S> <C> <C> <C>
Robert Price................................. Common Stock 447,238(2) 6.2%
45 Rockefeller Plaza shares
New York, New York 10020
Franklin Advisers, Inc.(1)................... Common Stock 2,291,953(3) 31.8%
Mariners 777 Island Blvd. shares
San Mateo, CA 94403
</TABLE>
- ---------------
(1) Under the applicable rules of the Securities and Exchange Commission, each
person or entity is deemed to be a beneficial owner with the power to vote
and direct the disposition of these shares. The information provided with
respect to Franklin Advisers, Inc. is based solely on the reports on
Schedule 13D filed by such shareholder.
(2) Does not include 625,000 shares subject to an option granted to Mr. Price
which is not exercisable within 60 days of February 19, 1997 and is
described in this Proxy Statement under "Executive Compensation."
(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.
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 19, 1997 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 OF BENEFICIAL PERCENT
NAME CLASS OWNERSHIP OF CLASS
- ------------------------------------------------------ ------------- ---------- --------
<S> <C> <C> <C>
Robert Price.......................................... Common Stock 447,238(1) 6.2%
George H. Cadgene..................................... Common Stock 2,208(3) (2)
Robert F. Ellsworth................................... Common Stock 8 (2)
Kim I. Pressman....................................... Common Stock 47,761(4) (2)
All executive officers and directors as a group (4
persons)............................................ Common Stock 497,215(5) 6.9%
</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 19, 1997 and is
described in this Proxy Statement under "Executive Compensation."
(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 47,750 shares issuable upon exercise of stock options within 60
days of February 19, 1997
(5) Includes 47,750 shares issuable upon exercise of stock options within 60
days of February 19, 1997. See "Executive Compensation-Stock Options."
2
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
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................................................................. 64 1979
President, Chief Executive Officer and Treasurer
George H. Cadgene............................................................ 78 1981
Robert F. Ellsworth.......................................................... 70 1981
Kim I. Pressman.............................................................. 40 1993
Executive Vice President and Secretary
</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 and as a Member of the Board of Trustees of
the City University of New York. 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.
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
3
<PAGE> 7
stations. Ms. Pressman is a Director, Vice President, Treasurer and Secretary of
TLM Corporation, and a Director, Vice President and Secretary of PriCellular
Corporation.
The Board of Directors of the Company met four times during the year ended
December 31, 1996. 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 and Ellsworth. 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 1996.
The Stock Option and Compensation Committee consists of Messrs. Cadgene and
Ellsworth. 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 1996.
The Nominating Committee consists of Messrs. Cadgene and Ellsworth. The
Nominating Committee nominates candidates for election to the Company's Board of
Directors and met once in 1996. 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.
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 Annual Meeting
of Shareholders. The Board of Directors currently consists of four members,
which the Board of Directors believes to be a sufficient number of directors at
this time. Proxies solicited hereunder may not be voted for more than four
directors.
4
<PAGE> 8
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'S NAME AGE POSITION OFFICER SINCE
- ------------------------------------- --- ------------------------------------- -------------
<S> <C> <C> <C>
Robert Price......................... 64 President, Chief Executive Officer 1979
and Treasurer
Kim I. Pressman...................... 40 Executive Vice President and 1984
Secretary
</TABLE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table includes individual compensation
information for services rendered in all capacities during the fiscal years
ended December 31, 1996, December 31, 1995 and December 31, 1994 by the Chief
Executive Officer and each other person who served as an executive officer
during 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------- ----------------------
SALARY SECURITIES UNDERLYING
NAME/TITLE YEAR ($) BONUS ($) OPTIONS (#)
- ----------------------------------------- ----- --------- --------- ----------------------
<S> <C> <C> <C> <C>
Robert Price............................. 1996 349,900 425,000 0
President, Chief Executive 1995 306,300 415,000 0
Officer and Treasurer 1994 300,000 200,000 625,000
Kim I. Pressman.......................... 1996 125,000 107,500 22,000
Executive Vice President 1995 100,000 120,000 47,750
and Secretary 1994 95,000 30,000 25,000
</TABLE>
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).
5
<PAGE> 9
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, 1991 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>
ANNUAL RETURN PERCENTAGE
YEARS ENDING
---------------------------------------------------
COMPANY/INDEX DEC 92 DEC 93 DEC 94 DEC 95 DEC 96
- -------------------------------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Price Communications Corporation............ 19.68 75.00 65.08 53.85 7.81
Broadcast (TV, Radio, Cable)-500............ 21.73 40.27 -7.15 30.91 -18.03
S&P 500 Index............................... 7.62 10.08 1.32 37.58 22.96
</TABLE>
<TABLE>
<CAPTION>
INDEXED RETURNS
YEARS ENDING
---------------------------------------------------
BASE PERIOD
COMPANY/INDEX DEC 91 DEC 92 DEC 93 DEC 94 DEC 95 DEC 96
- ------------------------------------- ------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Price Communications Corporation..... 100 119.68 209.44 345.74 531.91 573.47
Broadcast (TV, Radio, Cable)-500..... 100 121.73 170.76 158.55 207.55 170.13
S&P 500 Index........................ 100 107.62 118.46 120.03 165.13 203.05
</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, 1996.
6
<PAGE> 10
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, 1996.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE
AT ASSUMED ANNUAL
RATES
NUMBER OF % OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATED
UNDERLYING GRANTED TO FOR OPTION TERM(2)
OPTIONS EMPLOYEES IN EXERCISE ----------------------
NAME GRANTED(1) FISCAL YEAR PRICE EXPIRATION DATE 5% 10%
- ---------------------------- ---------- ------------ -------- --------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert Price................ -- -- -- -- -- --
Kim I. Pressman............. 12,000 $ 7.56 April 17, 2006 $ 57,000 $ 135,500
10,000 $ 7.38 July 31, 2006 $ 46,400 $ 117,600
----------
22,000 100%
======== =========
</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 to realize these potential values, the closing price of the
Company's Common Stock on April 17, 2006 would have to be $12.31 and $19.61
per share and on July 31, 2006 would have to be $12.02 and $19.14 per share,
respectively.
The following table reflects the number of stock options held by the
executive officers named in the Summary Compensation Table on December 31, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL OPTIONS AT FISCAL
ACQUIRED ON VALUE YEAR END YEAR END
EXERCISE REALIZED --------------------------- ---------------------------
(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert Price................. -- -- -- 625,000 -- $ 3,515,600
Kim I. Pressman.............. 35,166 $ 192,700 47,750 22,000 $ 125,000 $ 25,200
</TABLE>
7
<PAGE> 11
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 two non-employee directors, Messrs. George H. Cadgene and Robert F.
Ellsworth. 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. The Company has only
two executive employees, Mr. Price and Ms. Pressman.
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. 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 awarded Mr. Price and Ms. Pressman cash bonuses of $500,000 and
$150,000, respectively, for 1996, and increased the base salary of such
executives to $375,000 and $155,000 per year, respectively, effective January 1,
1997. 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
bonuses and base salaries were that (in the case of Mr. Price) under the
formulas in effect under his prior employment agreement he would have become
entitled to bonuses significantly in excess of the bonuses actually awarded to
him by the Company, the extraordinary value created for stockholders through
advantageous asset dispositions and other transactions during recent years, and
the fact that the only two executive employees of the Company were Mr. Price and
Ms. Pressman.
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
(members of the Stock Option and
Compensation Committee)
RELATED PARTY TRANSACTION
On February 10, 1997, the Company purchased approximately 1,013,000 shares
of its Common Stock from Fir Tree Partners for an aggregate purchase price of
$10.6 million.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders to be presented at the annual meeting to be held
in 1998 must be received for inclusion in the Company's proxy statement and form
of proxy by November 3, 1997.
8
<PAGE> 12
GENERAL
Arthur Andersen & Co. has been engaged as the Company's independent
auditors for 1997. 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; KMPG Peat Marwick LLP ("KMPG") resigned as the
Company's independent auditors on March 7, 1995. Such engagement and dismissal
were approved by the Company's Board of Directors. KMPG's report on the
Company's consolidated financial statements for the year ended December 31, 1994
(the only fiscal year for which KMPG 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 1996 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 3, 1997
9
<PAGE> 13
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 Thursday,
March 27, 1997, 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.
<PAGE> 14
The Board of Directors recommends votes FOR the election of all nominees.
(1) Election of Directors:
___ FOR ALL NOMINEES LISTED (Except as marked below to the contrary)
___ WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED
(Instructions: To withhold authority to vote for any individual
nominee, write such name(s) in the space provided below.)
NOMINEES: Robert Price George H. Cadgene Robert F. Ellsworth
Kim I. Pressman
Withholding authority for: _________________________________________
(2) In their discretion on any other matters properly coming before the
meeting or any adjournments thereof.
If no discretion is made, this Proxy will be voted FOR all nominees
listed above.
_________________________________________ Dated: ____________, 1997
Signature(s) of shareholder(s)
Please sign above exactly as your name or names appear hereon. If
shares are registered in more than one name, each joint owner or
fiduciary should sign. When signing as executor, administrator,
personal representative, attorney, agent, trustee or guardian, please
give full title as such.
