<PAGE>
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:
/ / 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 Section240.14a-11(c) or
Section240.14a-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)(1)
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:
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<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 17, 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.
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.
As of June 10, 1999, the record date for the Annual Meeting, there were
outstanding and entitled to vote at the Annual Meeting 34,636,513 shares of the
Company's Common Stock, with each such share being entitled to one vote, and
364,066 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.
<PAGE>
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 24.1% 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.
3
<PAGE>
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 by (i)
each person or 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, Inc. ("PCW") as a group:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
NAME OF BENEFICIAL OWNER CLASS OF STOCK SHARES (1) CLASS
- ------------------------------------------------------------ ------------------ ---------- -------------
<S> <C> <C> <C>
Robert Price................................................ Common Stock 6,041,833 17.4%
Series A Preferred 364,066 100%
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 officers of PCW as a group
(6 persons)............................................... Common Stock 6,644,423 19.2%
Series A Preferred 364,066 100%
Stock
Dimensional Fund Advisors, Inc.............................. Common Stock 2,118,930(4) 6.3%
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 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"). All information is as of April 30, 1999
except as indicated below and except that information for Mr. Price is as of
May 31, 1999 and also takes into account the transaction involving Series A
Preferred Stock described under "Related Party Transactions" below.
(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 and to the exchange of certain of such shares originally
held by Mr. Price for shares of the Company's Common Stock. See "Related
Party Transactions" below.
(3) Less than 1%.
(4) Based upon 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.
4
<PAGE>
(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>
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
5
<PAGE>
(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.
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 PCW 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
from July 1991, most recently as Regional General Manager in that company's New
York cluster. During his tenure with PriCellular, Mr. Stone has held
increasingly responsible positions as General Manager of the New York and
Alabama properties. Mr. Stone resides in Atlanta, Georgia with his wife and
daughter. He attended the University of Texas at Tyler.
Michael Bruno joined PCW in September, 1998 as Corporate Consultant and was
promoted to Executive Vice President in November 1998. Previously, he was
employed by PriCellular 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
6
<PAGE>
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 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 "LTIP"). 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.
7
<PAGE>
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 $15,000 for services during 1998 due to the
significant demands made on such directors during the year.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation paid to the executive officers of the Company for the three years
ended December 31, 1998:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL ---------------------------
COMPENSATION SECURITIES
NAME AND --------------------- UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) 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,.................................. 1998 $ 197,000 $ 75,000(1) 21,875 --
Executive Vice President, Chief Financial 1997 $90,900 $ 0 305,175 $155,000(4)
Officer 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 Mr. 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 employment
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.
8
<PAGE>
STOCK OPTIONS
The following table reflects the number of options for shares of the
Company's Common Stock subject to the options granted under the LTIP during the
year ended December 31, 1998 to executive officers of the Company and the named
executive officers of PCW:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(3)
OPTIONS EMPLOYEES EXERCISE EXPIRATION ---------------------
NAME GRANTED(1)(2) IN FISCAL YEAR PRICE(2) DATE 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 $10.79 per
share, respectively.
The following table reflects the number of stock options held by the
executive officers of the Company and the named executive officers of PCW on
December 31, 1998:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISABLE
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTION AT
ACQUIRED ON VALUE FISCAL YEAR END (1) FISCAL YEAR END
EXERCISE REALIZED ---------------------------- ----------------------------
NAME (1) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------ ----------- --------- ----------- --------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert Price.............................. 305,175 $2,050,784 --
Kim I. Pressman........................... 299,075 $1,183,619 305,175 21,875 $2,050,784 $ 9,765
</TABLE>
- ------------------------
(1) Numbers of shares give effect to the Stock Splits.
9
<PAGE>
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 in the aggregate amount of
$540,000, of which $500,000 was paid in Common Stock of the Company. Among the
factors taken into account by the Company's Stock Option and Compensation
Committee in determining to award such bonus payable primarily 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 primarily payable 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 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)
10
<PAGE>
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, the
Standard & Poor's Broadcast Industry Index and Standard & Poor's
Cellular/Wireless Telecommunications Industry Index cumulative total return. The
graph assumes investment of $100 on December 31, 1993 in the Company's Common
Stock, the Standard & Poor's Broadcast Industry Index, the Standard & Poor's
Cellular/Wireless Telecommunications Industry Index and the Standard & Poor's
500 Index. The companies represented in the Standard & Poor's Broadcast Industry
Index and the Standard & Poor's Cellular/Wireless Telecommunications Industry
Index are not necessarily similar in size to the Company and include some
companies larger than the Company.
Total Return To Shareholder
(Dividends reinvested monthly)
<TABLE>
<CAPTION>
INDEXED RETURNS
-----------------------------------------------------
BASE YEARS ENDING
PERIOD -----------------------------------------------------
COMPANY / INDEX DEC93 DEC94 DEC95 DEC96 DEC97 DEC98
- ------------------------------------------------------- ----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
PRICE COMMUNICATIONS CORPORATION....................... 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>
[GRAPH]
Under the rules of the Securities and Exchange Commission this graph is not
deemed "soliciting material" and is not incorporated by reference in any filings
with the Securities and Exchange Commission under the Securities Act of 1933 or
the Securities Exchange Act of 1934.
11
<PAGE>
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 the Company's 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 364,066 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
cash payment of $23.8 million 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 1,657,461 shares of its Common Stock to Mr. Price in
exchange for such portion of his shares of Series A Preferred Stock, valuing
such shares of Common Stock at $14.375 for such purpose (the average trading
price of such Common Stock during the ten consecutive trading days commencing
with May 19, 1999).
12
<PAGE>
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 10, 1999 there
were 364,066 shares of Series A Preferred Stock outstanding and 34,636,513
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 24.1% of the combined 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.
13
<PAGE>
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 Company's annual meeting to
be held in 2000 are subject to the following. The Company's by-laws provide that
for business to be properly brought before a meeting by a shareholder, the
shareholder must have given timely notice thereof in proper written form (as
described in the by-laws) to the Secretary of the Company. To be timely, a
shareholder's notice must 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 such business will be considered;
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
shareholder to be timely must be 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 the meeting was mailed or such public disclosure was made or (ii)
the last business day prior to the meeting date. If the Company is notified of
proposals of shareholders in a timely fashion in accordance with such notice
provisions, the persons named in the Company's form of proxy for the Company's
2000 annual meeting may not be able to exercise discretionary authority with
respect to such proposals. In addition, proposals of shareholders to be
presented at the annual meeting to be held in 2000 that are requested to be
included in the Company's proxy statement and form of proxy must be received by
February 18, 2000 for inclusion in the Company's proxy statement and form of
proxy.
14
<PAGE>
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
15
<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 / /
NOMINEE: George H. Cadgene
(2) 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.
(CONTINUED ON REVERSE SIDE)
<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.
