<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 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 Davis Polk & Wardwell, 450 Lexington Avenue, New York,
New York on Tuesday, August 22, 2000 at 10:00 a.m. Eastern Daylight Savings Time
for the following purposes:
1. To elect one director, for a term of three years expiring in 2003; and
2. To transact such other business 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 July 27, 2000
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,
ELLEN STRAHS FADER
Senior Vice President and Secretary
July 29, 2000
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.
2
<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 Davis
Polk & Wardwell, 450 Lexington Avenue, New York, New York on Tuesday, August 22,
2000 at 10:00 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 2003;
and
(ii) to transact such other business 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 a director FOR the person named
herein.
Shareholders who execute proxies may revoke them at any time before
they are exercised by delivering a written notice to the Secretary of the
Company stating that the proxy is revoked, by executing a subsequent proxy and
presenting it to the Secretary of the Company 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 July 27, 2000, the record date for the Annual Meeting, there were
outstanding and entitled to vote at the Annual Meeting 55,803,407 shares of the
Company's Common Stock, with each such share being entitled to one vote. Only
shareholders of record at the close of business on July 27, 2000 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 July 31,
2000.
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 BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE IN THE ELECTION OF DIRECTORS FOR THE PERSON
3
<PAGE>
NAMED HEREIN. OFFICERS AND DIRECTORS HOLDING SHARES OF COMMON STOCK OF THE
COMPANY WITH 11.9% OF THE VOTING POWER OF ALL OUTSTANDING SHARES HAVE INDICATED
THAT THEY WILL VOTE IN FAVOR OF SUCH DIRECTOR AND THE PROPOSAL.
MATTERS TO COME BEFORE THE ANNUAL MEETING
OF SHAREHOLDERS
ELECTION OF DIRECTORS
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 2003. The nominee, Mr. Robert F. Ellsworth, has consented to
be named and to serve if elected. The nominee is now a Class B director of the
Company and is standing for reelection. The incumbent Class C and Class A
directors will serve until the annual meetings of shareholders in 2001 and 2002,
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.
4
<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 as of
March 31, 2000 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 the named executive officers of Price
Communications Wireless, Inc. ("PCW") as a group:
<TABLE>
<CAPTION>
NAME OF NUMBER OF PERCENTAGE OF
BENEFICIAL OWNER CLASS OF STOCK SHARES(1)(2) CLASS
<S> <C> <C> <C>
Robert Price Common Stock 6,203,100(4) 11.0%
George H. Cadgene Common Stock 14,149 (3)
Robert F. Ellsworth Common Stock 6,727 (3)
Ellen Strahs Fader Common Stock 12,000 (3)
Kim I. Pressman Common Stock 402,858(5) (3)
Dennis W. Stone Common Stock 1,803 (3)
Michael N. Bruno Common Stock 3,896 (3)
All directors and executive Common Stock 6,644,533 11.8%
officers and named executive
officers of PCW as a group
(7 persons)
</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, a two-for-one stock split on August 31,
1998, and a 5% stock dividend paid on August 26, 1999.
(2) Includes options exercisable within 60 days of March 31, 2000.
(3) Less than 1%.
(4) Excludes approximately 7.5 million shares owned by Mr. Price's
grandchildren as to which he disclaims legal and beneficial ownership.
(5) Includes 22,969 options on the Company's common stock which are
exercisable within 60 days of March 31, 2000. Excludes 18,431 shares
held by Ms. Pressman's children as to which she disclaims beneficial
ownership.
5
<PAGE>
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 67 Director, President, Chief Executive Officer and
Treasurer
Kim I. Pressman 43 Executive Vice President, Chief Financial Officer
and Assistant Treasurer
Ellen Strahs Fader 47 Senior Vice President and Secretary
Dennis W. Stone 41 President of PCW
Michael N. Bruno 31 Executive Vice President of PCW
George H. Cadgene 81 Director
Robert F. Ellsworth 72 Director
</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 Executive Vice President & Chief Financial Officer in May 1998.
Before assuming her other office as Secretary in October 1994 (in which she
served until August 1997 and again from February 1998 to February 2000), Ms.
Pressman was Vice President and Treasurer of the Company from November 1987 to
December 1989, and Senior Vice President of the Company from January 1990 to
September 1994. She was also Secretary of the Company from July 1989 to February
1990. Ms. Pressman was Vice President--Broadcasting and Vice President,
Controller, and Assistant Treasurer of the Company from 1984 to October 1987.
6
<PAGE>
Ms. Pressman served as a Director of TLM Corporation, Fairmont Communications
Corporation, and NTG, Inc. 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.
Ellen Strahs Fader rejoined the Company in February, 2000 and was
previously employed by the Company from 1981 to 1989. From 1989 until 1994, she
was employed by Osborn Communications, a publicly-held media company, as Senior
Vice President, Corporate Affairs. From 1994 through 1998, Ms. Fader served as
Vice President, Investor Relations at Katz Media Group, a leading media
representation firm. She also served as Vice President, Investor Relations for
Metromedia Company's three publicly-held portfolio companies, Metromedia Fiber
Network, Metromedia International Group and Big City Radio throughout 1999, at
which time she returned to Price Communications. Ms. Fader served as Director of
Telemation, Inc., a video production company, and Fairmont Communications
Corporation, an owner and operator of major market radio stations and as a
member of the Advisory Board of American Women in Radio and Television. She is
currently a member of the National Investor Relations Institute. She is a
graduate of Fordham University and State University of New York.
Dennis Stone has been employed by Price Communications Wireless since
August, 1998. Initially, he was Vice President and General Manager of the
Company's Columbus, GA MSA. He was later 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 resides 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.
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.
7
<PAGE>
MEETINGS OF THE BOARD
The Board of Directors of the Company met eight times during the year
ended December 31, 1999. 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.
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, each of whom is "independent" as defined by the NYSE listing
requirements. The Board of Directors of the Company has adopted a written
charter for the Audit and Finance Committee, a copy of which is attached to this
Proxy Statement as Appendix A. The Audit and Finance Committee's 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 relating to the capital structure of
the Company. The Audit and Finance Committee held two meetings during 1999.
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 one meeting during 1999.
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 1999. 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.
8
<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 $20,000 and $15,000 for services
during 1999 and 1998 due to the significant demands made on such directors
during the year.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
the compensation paid to the executive officers of the Company for the three
years ended December 31, 1999 and compensation paid to the named executive
officers of PCW for the three years ended December 31, 1999.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (2) COMPENSATION
----------------------------- ---- ------ --- ----- --- ------- --- ------------
<S> <C> <C> <C> <C>
Robert Price, Chief Executive 1999 $586,200 $500,000 0
Officer and Treasurer 1998 $375,000 $500,000 (1) 0
1997 $375,000 $500,000 (1) 320,435
Kim I. Pressman, 1999 $185,000 $350,000 24,609
Executive Vice President, 1998 $197,000 $ 50,000 (1) 22,969
Chief Financial Officer & 1997 $ 90,900 $ 0 320,435 $155,000 (3)
Secretary (4)
Dennis W. Stone 1999 $146,500 $183,500 43,313 $ 4,200
President, PCW 1998
Michael N. Bruno 1999 $135,000 $183,500 38,063 $ 4,387
Executive Vice 1998
President, PCW
</TABLE>
(1) Paid in Common Stock of the Company.
(2) Gives effect to five-for-four stock splits of the Company's Common
Stock, in the form of stock dividends, paid on December 23, 1997, April
1, 1998, April 30, 1998, January 25, 1999, and May 4, 1999, a
two-for-one stock split paid August 31, 1998, and a five percent stock
dividend paid on August 26, 1999.
(3) Consists primarily of amounts paid under former employment agreement.
(4) Ms. Pressman resigned the office of Secretary in February, 2000.
9
<PAGE>
STOCK OPTIONS
The following table reflects the number of options for shares of the
Company's Common Stock subject to options granted under the Company's 1992 Long
Term Incentive Plan (the "LTIP") during the year ended December 31, 1999 to
executive officers of the Company and the named executive officers of PCW.
<TABLE>
<CAPTION>
% OF TOTAL POTENTIAL REALIZED
NUMBER OF OPTIONS VALUE AT ASSUMED
SECURITIES GRANTED TO ANNUAL RATES OF
UNDERLYING EMPLOYEES STOCK PRICE
14 OPTIONS IN FISCAL EXERCISE EXPIRATION APPRECIATION FOR
NAME GRANTED (1) (2) YEAR PRICE (2) DATE OPTION TERM (3)
---- --------------- ------ ---------- ------ ----------------
5% 10%
-- ---
<S> <C> <C> <C> <C> <C> <C>
Robert Price -- -- -- -- -- --
Kim I. Pressman 24,609 9.9% $8.02 1/3/09 $124,121 $314,548
Dennis W. Stone 32,813 17.4% $8.02 1/3/09 $165,500 $419,410
10,500 $15.20 7/13/09 $100,372 $254,361
Michael N. Bruno 32,813 15.5% $8.02 1/3/09 $165,500 $419,410
5,250 $15.20 7/13/09 $50,186 $127,181
</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 two five-for-four
stock splits, in the form of stock dividends, paid on January 25, 1999
and May 4, 1999, and a 5% stock dividend paid on August 26, 1999.
(3) In order to realize these potential values, the closing price of
theCompany's Common Stock on January 3, 2009 would have to be $13.06
and $20.80 per share and on July 13, 2009 would have to be $24.76 and
$39.42, respectively.
The following table reflects the number of stock options held by the
executive officers of the Company and the named executive officers of PCW on
December 31, 1999.
<TABLE>
<CAPTION>
SHARES
ACQUIRED NUMBER OF SECURITIES VALUE OF UNEXERCISED
ON VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTION
EXERCISE REALIZED OPTIONS AT FISCAL YEAR END (1) AT FISCAL YEAR END
NAME (1) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ---- ---- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert Price 320,435 $2,453,131 -- -- -- --
Kim I. Pressman 320,435 $2,453,131 22,969 24,609 $408,848 $337,882
Dennis Stone -- -- -- 43,313 -- $519,297
Michael N. Bruno -- -- -- 38,063 -- $484,909
</TABLE>
(1) Numbers of shares gives effect to five-for-four stock splits, in the
form of stock dividends, paid on December 31, 1997, April 1, 1998,
April 30, 1998, January 25, 1999, May 4, 1999, a 2 for 1 stock split
paid on August 31, 1998, and a 5% stock dividend paid on August 26,
1999.
10
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
STOCK OPTION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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 four main objectives of the executive compensation program are:
(1) To align compensation opportunities with stockholder interests;
(2) To provide compensation which is competitive when compared with
various markets in which the company competes for executive talent;
(3) To divide total compensation between annual and long-term
components with significant long-term performance related component; and
(4) To place a significant portion of compensation at risk subject to
performance against objectives.
The Committee views stock options as key elements to focus executives
on increasing shareholder value.
ANNUAL COMPENSATION
BASE SALARY. In general, the Company aligns base pay for executives to
be competitive with market rates. The pay review considers level of experience,
individual performance against annually established financial and non-financial
unit and individual objectives, and competitive market salary rates for similar
positions.
ANNUAL BONUSES. All executives are eligible for annual bonuses for
achieving challenging financial, leadership and operational objectives that are
established at the beginning of each year. To determine annual bonus awards, the
Committee performs a detailed review of the Company's and the individual
executive's performance.
LONG-TERM INCENTIVES
The Company uses stock options to link executive compensation to longer
term internal Company performance and to external market performance of the
Company's stock price.
11
<PAGE>
Stock options are granted to executives and other key personnel with an
exercise price equal to the market price of the stock on the date of grant. The
potential future value of stock options is dependent solely upon the future
increase in the price of the Company's stock. Stock option award levels are
based on each recipient's position level and performance as well as the
competitive level of option grants for comparably situated executives. The
exercise price of option grants is equal to 100 percent of the market price of
the company's common stock on the grant date. Options have a ten-year exercise
period, and typically become exercisable in installments during the first [two]
years following their grant.
Annual grants of restricted stock are not presently part of the
Company's executive compensation program. However, grants of restricted stock
may occur in the future as warranted by changing competitive conditions.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The chief executive officer's compensation is based on the same
objectives and policies applicable to all executives, and includes base salary,
annual bonuses and stock option grants.
As of May 6, 1999, Mr. Price's annual base salary was increased from
$375,000 to $600,000, a 60 percent increase. The Committee recommended this
increase following review and discussion of competitive compensation data for
CEO positions and recognition of Mr. Price's successful 1999 accomplishments
against various corporate objectives. Mr. Price's annual bonus for 1999 was
$500,000. The bonus was based on the Company exceeding all of its performance
objectives including revenue and operating cash flow growth, the market
performance of the Company's common stock, and, in the view of the members of
the Committee, Mr. Price's superb management of the Company.
The Company has not developed a policy with respect to qualifying
compensation paid to its executive officers for deductibility under Section
162(m) of Internal Revenue Code for the reason that none of the Company's
executive officers 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)
12
<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 and the
Standard & Poor's Cellular/Wireless Telecommunications Industry Index cumulative
total return. The graph assumes investment of $100 on December 31, 1994 in the
Company's Common Stock, the Standard & Poor's Cellular/Wireless
Telecommunications Industry Index and the Standard & Poor's 500 Index. The
companies represented in 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. The stock price
performance shown on the graph is not necessarily indicative of future price
performance.
Total Return To Shareholders
(Dividends reinvested monthly)
<TABLE>
<CAPTION>
ANNUAL RETURN PERCENTAGE
Years Ending
Company/Index Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
<S> <C> <C> <C> <C> <C>
PRICE COMMUNICATIONS CORP 53.88 7.85 24.07 372.22 252.68
S&P 500 COMP-LTD 37.58 22.96 33.36 28.58 21.04
CELLULAR/WRLESS TELECOM-500 -3.01 -10.56 64.60 51.08 223.45
</TABLE>
<TABLE>
<CAPTION>
INDEXED RETURNS
Years Ending
Base
Period
Company/Index Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
<S> <C> <C> <C> <C> <C> <C>
PRICE COMMUNICATIONS CORP 100 153.88 165.97 205.92 972.38 3429.35
S&P 500 COMP-LTD 100 137.58 169.17 225.60 290.08 351.12
CELLULAR/WRLESS TELECOM- 100 96.99 86.75 142.79 215.73 697.77
500
</TABLE>
[GRAPHIC OMITTED]
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
directors, executive officers and beneficial owners of 10% or more of any class
of equity securities of the Company to file with the SEC initial reports of
ownership and reports of changes in ownership of securities of the Company.
Directors, executive officers and 10% owners 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 year ended December 31,
1999.
13
<PAGE>
RELATED PARTY TRANSACTIONS
On May 21, 1997, the Board of Directors of the Company authorized the
sale to Mr. Price 728,000 shares of the Company's Series A Preferred Stock. The
purpose of such shares was to provide Mr. Price with incentive to maximize
shareholder value by permitting him to receive value from such shares if, among
other things, the trading price of the Company's Common Stock reached certain
trading levels.
In June and August 1999, Mr. Price notified the Company that he was
considering the exercise of his right to have the Series A Preferred Stock
redeemed by the Company. Mr. Price, pursuant to the terms of the Series A
Preferred Stock, would have received cash payments totaling $63.0 million in
respect of such redemptions. 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
approximately 3.7 million shares of its Common Stock to Mr. Price in exchange
for his shares of Series A Preferred Stock. The value of the Company's common
stock received by Mr. Price on the two respective dates of conversion
approximated $63.0 million.
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 2001 must be received a reasonable time before the Company begins to
print and mail its proxy materials to be included in the Company's proxy
statement and form of proxy.
GENERAL
Arthur Andersen LLP has been engaged as the Company's independent
auditors for 2000. 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
Ellen Strahs Fader
Senior Vice President and Secretary
14
<PAGE>
Appendix A
AUDIT COMMITTEE CHARTER
The Audit Committee (the "Committee"), of the Board of Directors (the
"Board") of Company (the "Company"), will have the oversight responsibility,
authority and specified duties as described below.
COMPOSITION
The composition of the Committee will be determined by the Board. The
members of the Committee will meet the independence and experience requirements
of the New York Stock Exchange ("NYSE"). The members of the Committee will be
elected annually and will be listed in the annual report to shareholders. One of
the members of the Committee will be elected Committee Chair by the Board.
RESPONSIBILITY
The Committee is a part of the Board. It's primary function is to
assist the Board in fulfilling its oversight responsibilities with respect to
(i) the annual financial information to be provided to shareholders and the
Securities and Exchange Commission ("SEC"); (ii) the system of internal controls
that management has established; and (iii) the audit process. In addition, the
Committee provides an avenue for communication between the independent
accountants, financial management and the Board. The Committee should have a
clear understanding with the independent accountants that they must maintain an
open and transparent relationship with the Committee, and that the ultimate
accountability of the independent accountants is to the Board and the Committee.
The Committee will make regular reports to the Board concerning its activities.
While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's business conduct
guidelines.
AUTHORITY
Subject to the prior approval of the Board, the Committee is granted
the authority to investigate any matter or activity involving financial
accounting and financial reporting, as well as the internal controls of the
Company. In that regard, the Committee will have the authority to approve the
retention of external professionals to render advice and counsel in such
matters. All employees will be directed to cooperate with respect thereto as
required by members of the Committee.
MEETINGS
The Committee is to meet at least two times annually and as many
additional times as the Committee deems necessary. The Committee is to meet in
separate executive sessions with the chief
A-1
<PAGE>
financial officer and independent accountants at least once each year and at
other times when considered appropriate.
ATTENDANCE
Committee members will strive to be present at all meetings. As
necessary or desirable, the Committee Chair may request that members of
management and representatives of the independent accountants be present at
Committee meetings.
SPECIFIC DUTIES
In carrying out its oversight responsibilities, the Committee will:
1. Review and reassess the adequacy of this charter annually and
recommend any proposed changes to the Board for approval. This
should be done in compliance with applicable NYSE Audit
Committee Requirements.
2. Review with the Company's management and independent
accountants the Company's accounting and financial reporting
controls. Obtain annually in writing from the independent
accountants their letter as to the adequacy of such controls.
3. Review with the Company's management and independent
accountants significant accounting and reporting principles,
practices and procedures applied by the Company in preparing
its financial statements. Discuss with the independent
accountants their judgments about the quality, not just the
acceptability, of the Company's accounting principles used in
financial reporting.
4. Review the scope and general extent of the independent
accountants' annual audit. The Committee's review should
include an explanation from the independent accountants of the
factors considered by the accountants in determining the audit
scope, including the major risk factors. The independent
accountants should confirm to the Committee that no
limitations have been placed on the scope or nature of their
audit procedures. The Committee will review annually with
management the fee arrangement with the independent
accountants.
5. Inquire as to the independence of the independent accountants
and obtain from the independent accountants, at least
annually, a formal written statement delineating all
relationships between the independent accountants and the
Company as contemplated by Independence Standards Board
Standard No.1, Independence Discussions with Audit Committees.
6. Have a predetermined arrangement with the independent
accountants that they will advise the Committee and management
of the Company of any matters identified through procedures
followed for interim quarterly financial statements, and that
such notification as required under standards for
communication with Audit Committees is to be made prior to the
related press release or, if not practicable, prior to filing
Forms 10-Q. Also receive a written confirmation provided by
the independent accountants at the end of each of the first
three quarters of the year that they have nothing to report to
the committee, if that is the case, or the written enumeration
of required reporting issues.
7. After preparation by management and review by independent
accountants, approve the report required under SEC rules to be
included in the Company's annual proxy
A-2
<PAGE>
statement. The charter is to be published as an appendix to
the proxy statement every three years.
8. Discuss with the independent accountants the quality of the
Company's financial and accounting personnel. Also, elicit the
comments of management regarding the responsiveness of the
independent accountants to the Company's needs.
9. Meet with management and the independent accountants to
discuss any relevant significant recommendations that the
independent accountants may have, particularly those
characterized as "material" or "serious".
10. Recommend to the Board the election, retention or termination
of the Company's independent accountants.
11. Generally as part of the review of the annual financial
statements, receive an oral report(s), at least annually, from
the Company's outside counsel concerning legal and regulatory
matters that may have a material impact on the financial
statements.
A-3
<PAGE>
PRICE COMMUNICATIONS CORPORATION
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
PROXY -- ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 22, 2000
The undersigned hereby appoints Robert Price and Kim I. Pressman and
each of them, with full power of substitution, proxies of the undersigned to
vote all shares of Common Stock of Price Communications Corporation (the
"Company") that the undersigned would be entitled to vote if personally present
at the Annual Meeting of Shareholders of the Company to be held on Tuesday,
August 22, 2000, at 10:00 a.m. Eastern Daylight Savings Time, at the offices of
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017 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.
The Board of Directors recommends a vote FOR the election of the
nominee.
(1) Election of Directors:
{__} FOR THE NOMINEE LISTED
{__} WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE LISTED
NOMINEE: Robert F. Ellsworth
(2) In their discretion, to consider and act upon any other matter
which may properly come before the meeting or any adjournment
thereof.
<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.
-----------------------------------------------------
-----------------------------------------------------
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 __________________________, 2000.
2
<PAGE>
