SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant {X}
Filed by a Party Other than the Registrant { }
Check the appropriate box:
{X} Preliminary Proxy Statement
{ } Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
{ } Definitive Proxy Statement
{ } Definitive Additional Materials
{ } Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Price Communications Corporation
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the 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 0-11.
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:
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>
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 an Annual Meeting (the "Annual Meeting") of
the shareholders of Price Communications Corporation (the "Company") will be
held at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York on
Wednesday, July 14, 1999 at 9:30 a.m. Eastern Daylight Savings Time for the
following purposes:
1. To elect one director, for a term of three years expiring in 2002
(Proposal 1);
2. To approve an amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 60,000,000 to
120,000,000 (Proposal 2); and
3. To transact such other business related to the foregoing as may
properly be brought before the meeting and any postponement or adjournment
thereof.
The Board of Directors has fixed the close of business on June 10, 1999
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting.
By Order of the Board of Directors,
KIM I. PRESSMAN
Executive Vice President, Chief Financial Officer
and Secretary
June ,1999
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>
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
(the "Annual Meeting"), which will be held at the offices of Proskauer Rose LLP,
1585 Broadway, New York, New York on July 14, 1999 at 9:30 a.m. Eastern Daylight
Savings Time. The purposes of the Annual Meeting are as follows:
(i) to elect one director, for a term of three years expiring in 2002;
(ii) to approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock from
60,000,000 to 120,000,000 (the "Amendment Authorizing Additional Shares"); and
(iii) to transact such other business related to the foregoing as may
properly be brought before the meeting and any postponement or adjournment
thereof.
If not otherwise specified, all proxies received pursuant to this
solicitation will be voted in the election of directors FOR the person named
herein and FOR the proposed amendment to the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") described
herein. Each proposal is independent of the other proposal, and the failure of
the shareholders to approve any one proposal will not impact the other
proposals.
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 at the above address, or by
attending the Annual Meeting and voting in person. The cost of solicitation of
proxies will be borne by the Company.
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 the nominee is
unable to serve as a director at the date of the Annual 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.
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<PAGE>
As of June 10, 1999, the record date for the Annual Meeting, there were
outstanding and entitled to vote at the Annual Meeting shares of the
Company's Common Stock, with each such share being entitled to one vote, and
shares of Series A Preferred Stock, with each such share being entitled to
approximately 6.1 votes (such Series A Preferred Stock, the "Preferred Stock").
Only shareholders of record at the close of business on June 10, 1999 will be
entitled to vote at the Annual Meeting, and this Proxy Statement and the
accompanying proxy are being sent to such shareholders on or about June 17,
1999.
Under New York Law and the Company's Certificate of Incorporation and
By-laws, the holders of a majority of the voting power of the outstanding shares
entitled to vote, present in person or represented by proxy constitutes a
quorum. If a quorum is established, the directors are elected by a plurality of
the votes cast by the holders of shares entitled to vote thereon. The
affirmative vote of a majority of the voting power of the Company's outstanding
shares of Common Stock and Preferred Stock is required to approve the Amendment
Authorizing Additional Shares. Abstentions and broker non-votes will be counted
only for purposes of determining a quorum; consequently, an abstention or broker
non-vote will have the same effect as a vote against it.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE IN THE ELECTION OF DIRECTORS FOR THE PERSON NAMED HEREIN AND
FOR THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION. OFFICERS AND DIRECTORS
HOLDING SHARES OF COMMON AND PREFERRED STOCK OF THE COMPANY WITH % OF THE
VOTING POWER OF ALL OUTSTANDING SHARES HAVE INDICATED THAT THEY WILL VOTE IN
FAVOR OF SUCH DIRECTOR AND THE PROPOSAL.
2
<PAGE>
MATTERS TO COME BEFORE THE ANNUAL MEETING
OF SHAREHOLDERS
ELECTION OF DIRECTORS
(PROPOSAL 1)
General
The Company's Certificate of Incorporation provides that the Board of
Directors will consist of not fewer than three nor more than ten directors, with
the actual number of directors being set from time to time by resolution of the
Board. The Board of Directors has fixed the authorized number of directors at
three.
The Certificate of Incorporation of the Company provides that the Board
of Directors shall be divided into three separate classes, with such classes to
be as nearly equal in number as the total number of directors constituting the
entire Board of Directors permits. One class is elected each year to serve a
staggered three-year term. The terms of office of the respective classes expire
in successive years. At the Annual Meeting, one member is to be elected to the
Board of Directors to serve for a term of three years until the annual meeting
of stockholders in 2002. The nominee, Mr. George H. Cadgene, has consented to be
named and to serve if elected. The nominee is now a Class A director of the
Company and is standing for reelection. The incumbent Class B and Class C
directors will serve until the annual meetings of shareholders in 2000 and 2001,
respectively. The Board of Directors has no reason to believe that the nominee
will be unable to serve if elected to office and, to the knowledge of the Board,
the nominee intends to serve the entire term for which election is sought.
Should the nominee named herein become unable or unwilling to accept nomination
or election, the persons named in the proxy will vote for such other person as
the Board of Directors may recommend.
Vote Required
The affirmative vote of a plurality of the votes cast at the Annual
Meeting is required for the election of directors.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
THE NOMINEE.
PRINCIPAL SHAREHOLDERS
AND
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock and Preferred Stock as of
April 30, 1999 by (i) each person or
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<PAGE>
group known to the Company who beneficially owns more than five percent of the
Company's Common Stock and (ii) all directors and executive officers of the
Company and named executive officers of Price Communications Wireless ("PCW") as
a group:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NAME OF CLASS OF STOCK NUMBER OF PERCENTAGE OF
BENEFICIAL SHARES (1) CLASS
OWNER
Robert Price Common Stock 5,694,572 17.1%
Series A Preferred 728,133 100%
Stock (2)
George H. Cadgene Common Stock 13,475 (3)
Robert F. Ellsworth Common Stock 6,406 (3)
Kim I. Pressman Common Stock 578,491 1.7%
Dennis W. Stone Common Stock 1,718 (3)
Michael N. Bruno Common Stock 2,500 (3)
All directors and
executive officers
and named executive Common Stock 6,275,287 18.8%
officers of PCW as a Series A Preferred 728,133 100%
group (6 persons) Stock
Dimensional Fund Common Stock 2,118,930 6.3%
Advisors, Inc.(4)
Harvey Sandler Common Stock 2,511,081 (5,6,7) 7.4%
John Kornreich Common Stock 1,752,864 (5,6,8) 5.2%
</TABLE>
- --------------
(1) Under the applicable rules of the Securities and Exchange Commission (the
"SEC"), each person or entity is deemed to be a beneficial owner with the
power to vote and direct the disposition of these shares. Information as
to number of shares of the Company's Common Stock and voting power of
Preferred Stock gives effect to five-for-four stock splits of the
Company's Common Stock, in the form of stock dividends payable on
December 23, 1997, April 1, 1998, April 30, 1998, January 25, 1999 and
May 4, 1999 and a two-for-one stock split on August 31, 1998
(collectively, the "Stock Splits").
(2) Each share of Series A Preferred Stock votes with the Common Stock on the
basis of approximately 6.1 votes for each vote cast by a share of the
Common Stock. Information with respect to Series A Preferred Stock gives
effect to the Stock Splits but does not give
4
<PAGE>
effect to a proposed exchange of certain of such shares for 1,500,000
shares of the Company's Common Stock. See "Related Party Transactions"
below.
(3) Less than 1%.
(4) Based on information contained in a Statement on Schedule 13G dated
February 12, 1999.
(5) Based upon information contained in a Statement on Schedule 13D dated May
5, 1999. Each person disclaims beneficial ownership of these securities,
except to the extent of his equity interest therein.
(6) Includes 932,997 shares of Common Stock that may be deemed to be
beneficially owned by Sandler Capital Management ("SCM"), a registered
investment advisor and New York general partnership, and 664,398 shares
of Common Stock owned by Sandler Associates, a New York limited
partnership. Each of Mr. Sandler and Mr. Kornreich controls a general
partner of SCM and is a general partner of Sandler Associates.
Consequently, each may be deemed to have shared voting and dispositive
power with respect to the shares deemed to be beneficially owned by such
entities. Each of Mr. Sandler, Mr. Kornreich and SCM disclaims beneficial
ownership of 849,014 shares of Common Stock and 83,983 shares of Common
Stock issuable upon the exercise of warrants held in accounts managed by
SCM.
(7) Includes 155,469 shares of Common Stock owned by J.K. Media L.P. with
respect to which Mr. Kornreich controls a general partner.
(8) Includes 913,686 shares of Common Stock owned by Mr. Sandler.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
directors and executive officers of the Company and certain executive officers
of PCW:
<TABLE>
<CAPTION>
Name Age Office
<S> <C> <C>
Robert Price 66 Director, President, Chief Executive Officer and Treasurer
Kim I. Pressman 42 Executive Vice President, Chief Financial Officer, Secretary and
Assistant Treasurer
George H. Cadgene 80 Director
Robert F. Ellsworth 72 Director
Dennis W. Stone 40 President of PCW
Michael N. Bruno 30 Executive Vice President of PCW
</TABLE>
5
<PAGE>
The following is a biographical summary of the experience of the
executive officers and directors of the Company, and the executive officers of
PCW named above.
Robert Price has served concurrently as a Director and the Chief
Executive Officer and President of the Company since 1979, has served as
Treasurer of the Company since 1990, and has been a Director of Price
Communications Wireless Holdings, Inc. ("Holdings") and PCW since 1997. Mr.
Price was a Director of PriCellular Corporation ("PriCellular") from 1990 until
it was acquired by American Cellular Corporation in June 1998. Mr. Price was the
President and Assistant Treasurer of PriCellular from 1990 until May 1997 and
served as Chairman of PriCellular from May 1997 until June 1998. Mr. Price, an
attorney, is a former General Partner of Lazard Freres & Co. He has served as an
Assistant United States Attorney, practiced law in New York and served as Deputy
Mayor of New York City. In the early sixties, Mr. Price served as President and
Director of Atlantic States Industries, a corporation owning weekly newspapers
and four radio stations. After leaving public office, Mr. Price became Executive
Vice President of The Dreyfus Corporation and an Investment Officer of The
Dreyfus Fund. In 1972 he joined Lazard Freres & Co. Mr. Price has served as a
Director of Holly Sugar Corporation, Atlantic States Industries, The Dreyfus
Corporation, Graphic Scanning Corp. and Lane Bryant, Inc., and is currently a
member of The Council on Foreign Relations. Mr. Price serves as the
Representative of the Majority Leader and President Pro Tem of the New York
Senate and as a member of the Board of Directors of the Municipal Assistance
Corporation for the City of New York. Mr. Price is also a Director and president
of TLM Corporation.
Kim I. Pressman, a certified public accountant, is a graduate of Indiana
University and holds an M.B.A. from New York University. Ms. Pressman was
elected Chief Financial Officer in May 1998. Before assuming her other present
offices as Executive Vice President and Secretary in October 1994 (in which she
served until August 1997 and again from February 1998 to the present), Ms.
Pressman held many positions with the Company including Vice President and
Treasurer, Senior Vice President, Secretary, Vice President--Broadcasting and
Vice President, Controller, and Assistant Treasurer. 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 of Dun & Bradstreet Company, a large group owner of broadcasting
stations. Ms. Pressman is a Director, Vice President, Treasurer and Secretary of
TLM Corporation. Until June 1998, she served as a Director, Vice President and
Secretary of PriCellular for more than the past five years.
George H. Cadgene, an engineer by training, is a private investor and has
been a director of the Company since 1981. 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.
6
<PAGE>
Robert F. Ellsworth has been a director of the Company since 1981. He is
President of Robert Ellsworth & Co., Inc., Washington, D.C., a private
investment firm, and Managing Director of The Hamilton Group, LLC, a private
venture group. 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; Atlantic Council of the United States,
Washington, D.C.; The Council on Foreign Relations, New York; and the American
Council on Germany; New York.
Dennis Stone has been employed by Price Communications Wireless since
August, 1998 first as Vice President and General Manager of the Company's
Columbus, GA MSA. He was promoted to President in November, 1998. Prior to that,
he was employed by PriCellular Corporation since July, 1991, most recently as
Regional General Manager in that Company's New York cluster. During his tenure
with PriCellular, Dennis has held increasingly responsible positions as General
Manager of the New York and Alabama properties. Mr. Stone will reside in
Atlanta, Georgia with his wife and daughter. He attended the University of Texas
at Tyler.
Michael Bruno joined Price Communications Wireless in September, 1998 as
Corporate Consultant and was promoted to Executive Vice President in November,
1998. Previously, he was employed by PriCellular Corporation as Vice President
and General Manager of certain Ohio and New York properties from 1995 to 1998.
From 1993 to 1995, he was a Sales Manager for Sterling Cellular Corporation in
its Ohio-9 RSA. He attended the State University of New York at Albany where he
received a Bachelor of Science degree in Business Administration.
Meetings of the Board
The Board of Directors of the Company met nine times during the year
ended December 31, 1998. Each member of the Board attended all of the meetings
of the Board and the committees of the Board of which he is a member held during
the year while he was a member thereof, except that one director missed one
meeting of the Board due to illness.
Committees of the Board
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 accountant 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
7
<PAGE>
relating to the capital structure of the Company. The Audit and Finance
Committee did not meet during 1998.
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 Stock Option and
Compensation Committee held two meetings in 1998.
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 one time in 1998. 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 nor 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 Regulations 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.
Nominations by shareholders not made in accordance with the foregoing procedures
shall be disregarded.
EXECUTIVE COMPENSATION
Directors Compensation
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, and also received a bonus of $15,000 for services during 1998
due to the significant demands made on such directors during the year.
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<PAGE>
Executive Compensation
The following table sets forth certain summary information concerning the
compensation paid to the executive officers of the Company for the three years
ended December 31, 1998:
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
SECURITIES ALL
NAME AND UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS ($) OPTIONS (3) COMPENSATION
<S> <C> <C> <C> <C> <C>
Robert Price, 1998 $375,000 $540,000(1) 0
Chief Executive Officer and Treasurer 1997 $375,000 $500,000(2) 305,175
1996 $349,900 $564,300 0
Kim I. Pressman, Executive 1998 $197,000 $ 75,000(1) 21,875 $155,000(4)
Vice President, Chief Financial Officer 1997 $ 90,900 $ 0 305,175 --
and Secretary 1996 $125,000 $150,000 53,711 --
</TABLE>
- ---------------
(1) Consists of $500,000 paid to Mr. Price in Common Stock of the Company and
$50,000 paid to Ms. Pressman in Common Stock of the Company.
(2) Paid in Common Stock of the Company.
(3) Gives effect to the Stock Splits.
(4) Consists primarily of amounts paid under former employment agreement.
Employment Agreements
The Company has an employment agreement with Robert Price, the President
of the Company, for a term ending October 6, 2000, subject to extension. The
agreement provides for base compensation at the rate of $375,000 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
Board of Directors and the Stock Option and Compensation Committee of the
Company have agreed to increase Mr. Price's base compensation to $600,000
effective June 1, 1999.
STOCK OPTIONS
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<PAGE>
The following table reflects the number of options for shares of the
Company's Common Stock subject to the options granted under the Company's 1992
Long Term Incentive Plan (the "LTIP") during the year ended December 31, 1998 to
executive officers of the Company and the named executive officers of PCW:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
NAME NUMBER OF % OF TOTAL EXERCISE EXPIRATION POTENTIAL REALIZED
SECURITIES OPTIONS PRICE (2) DATE VALUE AT ASSUMED
UNDERLYING GRANTED TO ANNUAL RATES OF
OPTIONS EMPLOYEES IN STOCK PRICE
GRANTED (1)(2) FISCAL YEAR APPRECIATION FOR
OPTION TERM (3)
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C>
Kim I. Pressman 21,875 25.9% $4.16 05/08 $57,225 $145,075
</TABLE>
- -------
(1) Upon the occurrence of a "change in control" of the Company, 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 the Company's 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 Company's Common Stock at
any time during the 60-day period preceding the change in control.
(2) Number of options and exercise price give effect to the Stock
Splits
(3) In order to realize these potential values, the closing price of the
Company's Common Stock on May 4, 2008 would have to be $6.78 and $10.79
per share, respectively.
The following table reflects the number of stock options held by the
executive officers of the Company and the named executive officers of PCW on
December 31, 1998:
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUE
<CAPTION>
NAME SHARES VALUE NUMBER OF SECURITIES VALUE OF
ACQUIRED REALIZED UNDERLYING UNEXERCISABLE IN-THE-
ON EXERCISE ($) UNEXERCISED MONEY OPTION AT FISCAL
(1) OPTIONS AT YEAR END
FISCAL YEAR END (1)
EXERCISABLE UNEXER- EXERCISABLE UNEXER-
CISABLE CISABLE
<S> <C> <C> <C> <C> <C>
Robert Price 305,175 $2,050,784 -
Kim I. Pressman 299,075 305,175 21,875 $2,050,784 $9,765
</TABLE>
10
<PAGE>
- -------------
(1) Numbers of shares give effect to the Stock Splits.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
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; Mr. Stone is President of
PCW and Mr. Bruno is Executive Vice President of PCW.
The Company awarded Mr. Price a bonus for 1998 payable solely in Common
Stock of the Company with a value of $500,000. Among the factors taken into
account by the Company's Stock Option and Compensation Committee in determining
to award such bonus payable in Common Stock were the Company's excellent
financial results for 1998, the high trading level of the Company's Common
Stock, and, in the view of the members of such Committee, Mr. Price's superb
management of the Company. In determining to award Mr. Price a bonus payable
solely in the Company's Common Stock rather than cash, such Committee considered
the fact that Mr. Price had declined to accept a bonus payable in cash in an
amount which such Committee deemed to be adequate to compensate Mr. Price for
the excellent results achieved by the Company during such year and Mr. Price's
contribution to such results, in significant part because of Mr. Price's concern
about the perception to holders of the Company's debt of significant cash
payments to the Company's Chief Executive Officer. Among the factors taken into
account by the Board of Directors and such Committee in approving the
compensation arrangement of Ms. Pressman was her significant contribution to the
Company's excellent financial results for 1998.
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 have historically received a level of compensation which
would make it advisable for the Company to have such a policy. In the
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<PAGE>
event any of the Company's executive officers reach such a level of
compensation, the Committee would anticipate considering the effects of Section
162(m) in connection with its compensation determinations. As a result of the
amendments to the Company's LTIP by the Company's shareholders at the Company's
1998 Annual Meeting, it is intended that certain awards under the LTIP will
satisfy the requirements of Section 162(m).
George M. Cadgene
Robert F. Ellsworth
(members of the Stock Option and
Compensation Committee)
STOCK PRICE PERFORMANCE
<TABLE>
<CAPTION>
Total Return To Shareholders
(Dividends reinvested monthly)
ANNUAL RETURN PERCENTAGE
Years Ending
Company / Index Dec94 Dec95 Dec96 Dec97 Dec98
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PRICE COMMUNICATIONS CORP 65.12 53.87 7.78 24.13 372.06
S&P 500 COMP-LTD 1.32 37.58 22.96 33.36 28.58
CELLULAR/WRLESS TELECOM-500 0.63 -3.01 -10.56 64.60 51.08
BRDCAST(TV,RADIO,CABLE)-500 -7.15 30.91 -18.03 64.53 55.13
</TABLE>
<TABLE>
<CAPTION>
INDEXED RETURNS
Years Ending
Base
Period
Company / Index Dec93 Dec94 Dec95 Dec96 Dec97 Dec98
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PRICE COMMUNICATIONS CORP 100 165.12 254.07 273.84 339.92 1604.65
S&P 500 COMP-LTD 100 101.32 139.40 171.40 228.59 293.91
CELLULAR/WRLESS TELECOM-500 100 100.63 97.60 87.30 143.69 217.09
BRDCAST(TV,RADIO,CABLE)-500 100 92.85 121.55 99.63 163.92 254.30
</TABLE>
[GRAPHIC OMITTED]
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES 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, 1998.
RELATED PARTY TRANSACTIONS
On May 13, 1997 and May 21, 1997, the Board of Directors of the Company
authorized the sale to Mr. Price of 728,133 shares and 364,066 shares of the
Company's Series A and Series B Preferred Stock, respectively. The purpose of
such shares (as subsequently amended) was to provide Mr. Price with incentive to
maximize shareholder value by permitting him to receive value from such Series A
shares if, among other things, the trading price of the Company's Common Stock
during any ten consecutive trading days exceeded $22.00 per share (the
equivalent of $3.60 after giving effect to the Stock Splits), and from the
Series B if, among other things, the trading price of the Company's Common Stock
during any ten consecutive trading days exceeded $15.00 per share (the
equivalent of $7.68 per share after giving effect to the Stock Splits completed
prior to the exchange of Series B Preferred Stock described below).
On June 11, 1998, Mr. Price notified the Company that he was considering
the exercise of his right to have redeemed by the Company his shares of Series B
Preferred Stock. The trading price of such Common Stock on June 11, 1998 was $12
after giving effect to the Stock Splits completed prior to such date. Under the
provisions of the Series B Preferred Stock as originally approved by the Board
of Directors, Mr. Price would have received a cash payment of $5.0 million in
respect of such redemption. In order to avoid a significant cash payment to Mr.
Price at a time when the Company had substantial indebtedness, Mr. Price and the
Board agreed that in place of such cash payment the Company would issue 411,423
shares of its Common Stock to Mr. Price in exchange for his shares of Series B
Preferred Stock, valuing such shares of Common Stock at $12.16 for such purpose
(the average trading price of such Common Stock during the ten consecutive
trading days ended June 23, 1998 after giving effect to the Stock Splits
completed prior to such date).
On May 19, 1999, Mr. Price notified the Company that he was considering
the exercise of his right to have redeemed by the Company a portion of his
shares of Series A Preferred Stock. Under the provisions of the Series A
Preferred Stock as originally approved by the Board of Directors, Mr. Price
would have received a significant cash payment in respect of such redemption. In
order to avoid a significant payment to Mr. Price at a time when the Company had
substantial indebtedness, Mr. Price and the Board agreed that in place of such
cash payment the Company would issue 1,500,000 shares of its Common Stock to Mr.
Price in exchange for a portion of his shares Series A Preferred Stock, valuing
such shares of Common Stock at the average trading price of such Common Stock
during the ten consecutive trading days
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commencing with May 19, 1999. The trading price of such Common Stock on May 24,
1999 was $14.75.
14
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APPROVAL OF THE AMENDMENT AUTHORIZING ADDITIONAL SHARES
(PROPOSAL 2)
General
The Certificate of Incorporation of the Company currently authorizes the
issuance of up to 20,000,000 shares of Preferred Stock and up to 60,000,000
shares of Common Stock. The Board of Directors is proposing to amend the
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 60,000,000 to 120,000,000 shares. As of June , 1999 there were
shares of Series A Preferred Stock outstanding and
shares of Common Stock outstanding.
Recommendation of Board of Directors
The additional authorized shares that would be available for issuance, if
the Amendment Authorizing Additional Shares is approved, may be issued for any
proper corporate purpose by the Board of Directors at any time without further
shareholder approval (subject, however, to applicable statutes and the rules of
the AMEX which require shareholder approval for the issuance of shares in
certain circumstances). The Board of Directors believes it is desirable to give
the Company this flexibility in considering such matters as stock dividends,
raising additional capital, acquisitions, or other corporate purposes. The
authorization of such shares will enable the Company to act promptly and without
additional expense if appropriate circumstances arise which require the issuance
of such shares. The Company estimates that a significant majority of its
currently authorized but unissued shares of Common Stock are reserved for
issuance in connection with its LTIP, the senior exchangeable pay-in-kind notes
due 2008, and the warrants granted as units with the Company's senior secured
discount notes due 2007. Except as set forth in this Proxy Statement, the
Company currently has no present agreements or commitments to issue any
additional shares. Holders of Common Stock are not entitled to preemptive
rights, and to the extent that any additional shares of Common Stock or
securities convertible into Common Stock may be issued on other than a pro rata
basis to current shareholders, the present ownership portion of current
shareholders may be diluted.
The increase in the number of authorized shares of Common Stock has not
been proposed for any anti-takeover purpose, and the Board of Directors and
executive officers of the Company have no knowledge of any current effort to
obtain control of the Company or to accumulate large amounts of its Common
Stock. However, the availability of additional shares of Common Stock could make
any attempt to gain control of the Company or of the Board of Directors more
difficult. Shares of authorized but unissued Common Stock could be issued in an
effort to dilute the stock ownership and voting power of any person or entity
desiring to acquire control of the Company, which might have the effect of
discouraging or making less likely such a change of control. Such shares could
also be issued to other persons or entities who support the Board of Directors
in opposing a takeover attempt that the Board of Directors has deemed not to be
in the best interests of the Company and its shareholders.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSAL TO APPROVE THE AMENDMENT AUTHORIZING
ADDITIONAL SHARES. The directors and executive officers of the Company, who
together hold approximately % of the combined
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voting power of the Common Stock and Preferred Stock, intend to vote their
shares of Common Stock and Preferred Stock in favor of this proposal.
Vote Required
The affirmative vote of a majority of the voting power of the outstanding
shares of Common Stock and Preferred Stock is required to approve the Amendment
Authorizing Additional Shares.
Rights of Dissenting Shareholders
Under New York law, shareholders of the Company who object to the
proposal to approve the Amendment Authorizing Additional Shares will not be
afforded appraisal rights.
OTHER MATTERS
It is not anticipated that any other matters will be brought before the
Annual Meeting. If other matters are properly brought before the meeting,
proxies for shares of Common Stock will be voted in accordance with the best
judgment of the proxy holders.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders to be presented at the annual meeting to be
held in 2000 must be received by March , 2000 for inclusion in the Company's
proxy statement and form of proxy. Stockholders that wish to submit proposals
for consideration at the Company's annual meeting to be held in 2000 without
including them in the Company's proxy statement for that meeting must notify the
Company of their intentions by May , 2000. If the Company is notified of such
proposals greater than 45 days before the date of this proxy statement, the
person's named in this proxy may not exercise their discretionary authority to
vote on these proposals.
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GENERAL
Arthur Andersen LLP has been engaged as the Company's independent
auditors for 1999. A representative of Arthur Andersen LLP is expected to be
present at the Annual Meeting and available to respond to appropriate questions,
and will also have the opportunity to make a statement if such representative so
desires.
BY ORDER OF THE BOARD
OF DIRECTORS
Kim I. Pressman
Executive Vice President, Chief Financial
Officer, Secretary and Assistant Treasurer
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<PAGE>
PRICE COMMUNICATIONS CORPORATION
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
PROXY -- ANNUAL MEETING OF SHAREHOLDERS -- JULY 14, 1999
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, July 14, 1999,
at 9:30 a.m. Eastern Daylight Savings Time, at the offices of Proskauer Rose
LLP, 1585 Broadway, New York, New York 10036 and at any postponement or
adjournment 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 the
nominee and FOR the proposal.
The Board of Directors recommends votes FOR the election of the nominee
and FOR the proposal.
(1) Election of Directors:
{__} FOR THE NOMINEE LISTED
{__} WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE LISTED
NOMINEE: George H. Cadgene
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE, DRAW A LINE
THROUGH OR STRIKE OUT THE NOMINEE'S NAME AS SET FORTH ABOVE.
Proposal to amend the Company's Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 60,000,000 to
120,000,000 shares.
{ } FOR { } AGAINST { } ABSTAIN
(3) In their discretion, to consider and act upon any other matter which may
properly come before the meeting or any adjournment thereof.
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<PAGE>
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy will
be voted FOR the nominee listed in Proposal 1 and FOR Proposal 2.
------------------------------------------
------------------------------------------
Signature(s) of Stockholder(s)
------------------------------------------
------------------------------------------
Print Name(s) of Stockholder(s)
Please sign your name exactly as it
appears hereon. If shares are registered
in more than one name, each joint owner or
fiduciary should sign. When signing as
attorney, executor, administrator,
trustee, personal representative, agent or
guardian, please give your full title as
it appears hereon.
Dated __________________________, 1999.
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