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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NUMBER 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(Mark One)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] For the fiscal year ended December
31, 1999 or
|_| Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] For the transition period from
______________________ to ________________________
COMMISSION FILE NUMBER 1-8309.
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PRICE COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-2991700
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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45 ROCKEFELLER PLAZA, 10020
NEW YORK, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 757-5600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $.01 per share New York Stock Exchange
Associated Common Stock Rights Under Rights Plan Boston Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to the
filing requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to the Form 10-K. [X]
AGGREGATE MARKET VALUE OF THE VOTING STOCK
HELD BY NONAFFILIATES OF THE COMPANY
Aggregate market value of the Common Stock held by non-affiliates of
the Company, based on the last sale price on the New York Stock Exchange
("NYSE") on February 29, 2000 approximated $1.188 billion.
The number of shares outstanding of the Company's common stock as of February
29, 2000 was 56,420,045.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information with respect to the
directors and executive officers of the Company and certain executive officers
of Price Communications Wireless, Inc. ("PCW"):
<TABLE>
<CAPTION>
NAME AGE OFFICE
- ---------------------------------------------- --------------- ----------------------------------------------------
<S> <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 S. Fader............................. 47 Senior Vice President and Secretary
George H. Cadgene.......................... 81 Director
Robert F. Ellsworth........................ 73 Director
Dennis W. Stone............................ 41 President of PCW
Michael N. Bruno........................... 31 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 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.
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, as a member
of the Advisory Board of American Women in Radio and Television and is a member
of the National Investor Relations Institute. She is a graduate of Fordham
University and State University of New York.
<PAGE>
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 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.
ITEM 11. 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 $15,000 for services
during 1999 and 1998 due to the significant demands made on such directors
during the year.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
the compensation paid to the executive officers of the Company for the three
years ended December 31, 1999 and compensation paid to the named executive
officers of PCW for the three years ended December 31, 1999.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
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SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS(2) COMPENSATION
<S> <C> <C> <C> <C> <C>
Robert Price,
Chief Executive Officer and Treasurer 1999 $586,200 $500,000 0
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, Chief 1998 $197,000 $50,000 (1) 22,969
Financial Officer & Secretary (4) 1997 $90,900 $0 320,435 $155,000 (3)
</TABLE>
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<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
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SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS(2) COMPENSATION
<S> <C> <C> <C> <C> <C>
Dennis W. Stone 1999 $146,500 $183,500 43,313 $4,200
President, PCW
Michael N. Bruno 1999 $135,000 $183,500 38,063 $4,387
Executive Vice President, PCW
</TABLE>
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(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.
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>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZED
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE R
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION APPRECIATION FOR
NAME GRANTED (1)(2) FISCAL YEAR PRICE (2) DATE OPTION TERM (3)
- ---------------------- -------------- ------------ --------- ---------- -------------------
5% 10%
--------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
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
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
</TABLE>
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(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 the
Company'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
$39.42, respectively.
<PAGE>
The following table reflects the number of stock options held by the
executive officers of the Company and the named executive officers of PCW on
December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED IN-THE-
SHARES UNEXERCISED OPTIONS AT MONEY OPTIONS AT FISCAL YEAR
ACQUIRED FISCAL YEAR END (1) END
ON VALUE ------------------------- ---------------------------------
EXERCISE REALIZED UNEXER-
NAME (1) ($) EXERCISABLE CISABLE EXERCISABLE NEXERCISABLE
- ------------------- -------- ---------- ----------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael N. Bruno ---- ---- 38,063 $484,909
Kim I. Pressman 320,435 $2,453,131 22,969 24,609 $408,848 337,882
Robert Price 320,435 $2,453,131 ---- ---- ---- ----
Dennis Stone ---- ---- 43,313 519,297
</TABLE>
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(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.
ITEM 12. 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 BENEFICIAL NUMBER OF PERCENTAGE OF
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 S. 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
officers and named executive
officers of PCW as a group (7
persons) Common Stock 6,644,533 11.8%
</TABLE>
<PAGE>
(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 payable on August 26, 1999.
(2) Includes options exercisable within 60 days of March 31, 2000.
(3) Less than 1%.
(4) Excludes approximately 8.0 million shares owned by members of Mr.
Price's family 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.
ITEM 13. 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 is
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.
SIGNATURES
Pursuant to the requirements of Sections 13 and 15 (d) of the
Securities and Exchange Act of 1934, the Company has duly caused this amended
report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized.
PRICE COMMUNICATIONS CORPORATION
By: /s/ Robert Price
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Robert Price, President
