<PAGE>
<PAGE> SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PARK COMMUNICATIONS, INC.
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(Name of Registrant as Specified In Its Charter)
PARK COMMUNICATIONS, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: {1}
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4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
------------------------------
3) Filing Party:
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4) Date Filed:
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{1} Set forth the amount on which the filing fee is calculated and state how
it was determined.
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<PAGE> 1
PARK COMMUNICATIONS, INC.
Park Communications, Inc.
Terrace Hill
P.O. Box 550
Ithaca, NY 14851
Phone (607) 272-9020
Dear Stockholder:
We would like to invite you to your Company's Annual Meeting of Stockholders
in New York City on Tuesday, May 3 at 9:15 a.m. The meeting will be held in
the East Trianon Suite on the second floor of The Carlyle, 35 East 76th Street,
New York, New York. A Continental breakfast will be served at 8:45 a.m. In the
following pages you will find information about the meeting plus a proxy
statement.
We hope you can be with us. If you can't attend in person, please be sure to
vote your shares by proxy. Just mark, sign and date the enclosed card and
return it in the enclosed self-addressed, postpaid envelope. Please return your
card promptly.
We look forward to seeing you at the meeting.
Sincerely,
March 30, 1994
/s/Dorothy D. Park
Dorothy D. Park
Chairman of the Board
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TO PARK COMMUNICATIONS, INC. STOCKHOLDERS
The Annual Meeting of Stockholders of Park Communications, Inc. will be on
May 3, 1994 at 9:15 a.m., in the East Trianon Suite on the second floor of The
Carlyle, 35 East 76th Street, New York City.
We certainly hope you will be able to attend this year's Stockholders'
Meeting. Whether or not you plan to attend in person, it is important that
your shares be represented, so please mark and sign the enclosed proxy and
return it promptly in the envelope provided. If you do attend the meeting, you
may withdraw your proxy at that time and vote your shares in person.
Matters to be considered by the Stockholders:
1. The election of Directors.
2. The transacting of such other business as may properly come
before the meeting or any adjournment thereof.
Stockholders of record as of the close of business on February 16, 1994 are
eligible to vote at the Annual Stockholders' Meeting.
By order of the Board of Directors.
March 30, 1994
/s/Dorothy D. Park
Dorothy D. Park, Secretary
Park Communications, Inc.
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PARK COMMUNICATIONS, INC.
Terrace Hill
P.O. Box 550
Ithaca, New York 14851
PROXY STATEMENT
Annual Meeting of Stockholders to be held May 3, 1994 Proxy Solicitation by
the Board of Directors
This statement is furnished in connection with the Annual Meeting of
Stockholders to be held at 9:15 a.m. on May 3, 1994. Stockholders of record at
the close of business on February 16, 1994 will be entitled to vote at the
meeting.
PROXIES
Proxies are being solicited by the Board of Directors of the Company. If the
accompanying proxy is executed and returned, the shares represented by the
proxy will be voted as specified therein, but the stockholder may revoke it any
time before the meeting by mailing a signed instrument revoking the proxy to:
Dorothy D. Park, Secretary, Park Communications, Inc., P.O. Box 550, Ithaca, NY
14851; to be effective the revocation must be received on or before May 2,
1994. A stockholder may, if he desires, attend the meeting in person, withdraw
his proxy and vote in person. This Proxy Statement is being mailed to
stockholders on or about March 30, 1994. The cost of the solicitation is borne
by the Company.
VOTING SECURITIES
The Company at February 16, 1994, had issued and outstanding 20,712,159
shares of Common Stock. All holders of Common Stock are entitled to one vote
for each share of stock held by them on any matter to be voted on at any
meeting of the stockholders. As of February 16, 1994, there were 522 holders of
record of the Company's Common Stock. A majority of the Company's outstanding
shares will constitute a quorum necessary to transact business at the Annual
Meeting.
The election of directors will require the affirmative vote of a plurality
of the shares voting in person or by proxy at the Annual Meeting. In voting by
proxy on the election of directors, stockholders may vote in favor of all
nominees or withhold their votes as to some or all nominees. Withheld votes
will be treated as votes against a nominee. Broker non-votes (i.e., proxies
returned by brokers holding shares with respect to which they have received no
voting instructions by the beneficial owners) will be counted for purposes of
determining the presence or absence of a quorum, but will not affect the
outcome of the election of directors. If any additional matters are submitted
to stockholders at the Annual Meeting, both abstentions and broker non-votes
will be counted for purposes of determining
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<PAGE> 4
whether a quorum is present; however, abstentions will be counted in
tabulations of the total number of votes cast on a particular proposal (and
hence have the effect of a negative vote), whereas broker non-votes will not be
counted for such purposes and will not affect the outcome.
OWNERSHIP BY CERTAIN BENEFICIAL OWNERS
OF MORE THAN 5% OF COMMON STOCK
Name and Address
of Beneficial No. of Shares Percent
Owner Beneficially Owned of Class
- -------------------------------------------------------------------------
Dorothy D. Park 18,686,755* 89.65%*
P.O. Box 550
Ithaca, NY 14851
*Mrs. Park is the Personal Representative of the Estate of Roy H. Park, former
Chairman of the Board and Chief Executive Officer of the Company and holder of
approximately 89.65% of the Company's outstanding Common Stock. 18,684,505 of
the shares listed above are held by Mrs. Park in her capacity as Personal
Representative of Mr. Park's Estate, and the numbers and percentages set forth
above assume conversion of the Company's Convertible Debentures currently held
by Mr. Park's Estate into 130,852 shares of the Company's Common Stock. As
Personal Representative of Mr. Park's Estate, Mrs. Park has the power, subject
to the provisions of Mr. Park's will, applicable state law and her fiduciary
duties and obligations as Personal Representative, to control the shares of the
Company previously held by Mr. Park, which power includes but is not limited to
the power to vote and dispose of such shares. Under Mr. Park's will, an amount
of shares previously held by Mr. Park equal to 51% of the Company's outstanding
Common Stock was bequeathed to Park Foundation, Inc., a North Carolina
non-profit corporation ("Park Foundation"). Mrs. Park is the Secretary and one
of three current members of the Board of Directors of Park Foundation. The
other two Directors of Park Foundation are Wright M. Thomas (President, Chief
Operating Officer and a Director of the Company) and Adelaide Park Gomer,
daughter of Dorothy D. Park and the late Roy H. Park. After payment of all
debts, expenses of estate administration, and estate, legacy, succession,
transfer and like taxes of the estate, the residue of Mr. Park's Estate, if
any, was also bequeathed to Park Foundation. On March 25, 1994, at a Special
Meeting of the Company's Board of Directors, Mrs. Park, in her capacity as
Personal Representative of the Estate, informed the Company of the Estate's
decision to sell the Estate-held shares of the Company. In response to this
announcement, the Board voted to seek a sale of the entire Company. See
"Common Stock Owned By Directors and Officers As Of February 1, 1994," below.
Park Foundation has consented to the decision to sell the Estate-held shares.
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COMMON STOCK OWNED BY DIRECTORS AND OFFICERS
AS OF FEBRUARY 1, 1994
Name of Beneficial No. of Shares Percent
Owners Beneficially Owned of Class
- -------------------------------------------------------------------------------
Dorothy D. Park* - Chairman of the Board
and Secretary 18,686,755** 89.65%**
Wright M. Thomas - Director, President,
Chief Operating Officer, Treasurer
and Assistant Secretary 2,820 --
Harry F. Byrd, Jr. - Director 6,750 --
J. Markham Green - Director -- --
John F. McNair III - Director 2,250 --
Roy H. Park, Jr. - Director 1,000 --
Jack E. Claiborne - Vice President -
Assistant to the Chairman 125 --
W. Randall Odil - Vice President - Television 208 --
Rick A. Prusator - Vice President - Radio 100 --
Robert J. Rossi - Vice President - Newspapers 1,140 --
Randel N. Stair - Vice President - Controller and
Assistant Secretary 845 --
All Directors and Officers as a Group 18,701,993 89.73%
* Dorothy D. Park is Personal Representative of the Estate of Roy H. Park and
18,684,505 of the shares listed above represent shares held by her in that
capacity. See "Ownership By Certain Beneficial Owners of More Than 5% of
Common Stock" above.
** These numbers and percentages assume conversion of the Company's Convertible
Debentures currently held by the Estate of Roy H. Park into 130,852 shares
of the Company's Common Stock.
With the exception of Dorothy D. Park, no director beneficially owns more
than 1% of Park Communications outstanding Common Stock.
As noted above under "Ownership By Certain Beneficial Owners of More Than 5%
of Common Stock," the Estate of Roy H. Park currently holds approximately
89.65% of the outstanding Common Stock of the Company. Mr. Park's widow,
Dorothy D. Park, is the Personal Representative of the Estate and, as such,
has the power (subject to certain limitations under Mr. Park's will, applicable
state law, and Mrs. Park's fiduciary duties and obligations as Personal
Representative) to control the shares held by the Estate, which power includes
but is not limited to the power to vote and dispose of the shares. As
discussed above under
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"Ownership By Certain Beneficial Owners of More Than 5% of Common Stock," on
March 25, 1994, at a Special Meeting of the Company's Board of Directors, Mrs.
Park, in her capacity as Personal Representative of the Estate, informed the
Company of the Estate's decision to sell the Estate-held shares of the Company.
In response to this announcement, the Board voted to seek the sale of the
entire Company, which would, if consummated, result in a change of control of
the Company. At this time, it is intended that such a sale would be
accomplished through a sale of the outstanding Common Stock of the Company
(including all of the Estate-held shares) to a third party. However, there is
no guarantee that such a sale will be achieved. An alternative method of sale
would be selling the Company's assets to one or more purchasers (e.g., selling
the Company's divisions or particular properties). Pursuit of either of these
alternatives could possibly result in, among other things, a change of control
of the Company, a restructuring of the Company, a business combination (e.g., a
merger), or a decrease in the size of the Company. Under Mr. Park's will, at
least 51% of the Company's outstanding Common Stock was to be transferred to
Park Foundation. In view of the Estate's decision, and Park Foundation's
consent to this decision, it is unlikely Park Foundation will receive any
shares of the Company. In addition, if Park Foundation were to receive such
shares, under applicable federal tax law, Park Foundation would be required to
divest itself of a portion of the shares of the Company held by it within five
years from the date on which the Estate were to fund the bequest to Park
Foundation. Acquisition by Park Foundation of Company shares or a disposition
by Park Foundation of such shares could result in a change of control of the
Company.
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ELECTION OF DIRECTORS
The Company's Board of Directors may be composed of no less than three nor
more than nine members and is presently composed of six members. The terms of
all the directors expire at the annual meeting to be held on May 3, 1994. The
following are the Board of Directors' nominees to the six positions on the
Board of Directors to be elected at the meeting: Dorothy D. Park, Wright M.
Thomas, Harry F. Byrd, Jr., J. Markham Green, John F. McNair III, and Roy H.
Park, Jr.
The following tabulation sets forth: (1) the nominees for election; (2) the
date each director was first elected a director of the Company; (3) the date
each director's term expires; (4) the principal occupation of each for at least
the last five years; (5) other positions each has held with the Company and (6)
the age of each director.
Director
Name and Principal Occupation or Employment Since/Term
For Past Five Years Age Expires
- --------------------------------------------------------------------------------
Dorothy D. Park - Chairman of the Board since 81 10-13-71/5-3-94
November, 1993 and Secretary of the Company since
1971. Mrs. Park is the widow of Roy H. Park, former
Chairman of the Board and Chief Executive Officer
of the Company, who died on October 25, 1993. Mrs. Park
is also a Director, President and Secretary of RHP
Incorporated. See "Certain Transactions" herein.
Wright M. Thomas - President and Chief Operating 58 8-22-83/5-3-94
Officer of the Company since July, 1987 and Treasurer
and Assistant Secretary of the Company since August,
1983. He has been an employee of the Company since
1974. Mr. Thomas is also a Director, Vice President
and Assistant Secretary of RHP Incorporated.
See "Certain Transactions" herein.
Harry F. Byrd, Jr. - Former United States Senator 79 8-22-83/5-3-94
from the Commonwealth of Virginia 1965-1983. He
owns two daily newspapers and four weekly newspapers
in Virginia. He is also a Director of O'Sullivan
Corporation in Virginia.
J. Markham Green - Limited Partner with The Goldman 50 7-29-93/5-3-94
Sachs Group, L.P. since November, 1992. Prior to
that he was General Partner with The Goldman Sachs
Group L.P., and was Co-Head of its Financial Services
Industry Group from 1989 through November, 1992.
Mr. Green is a Director of Transworld Music Corporation
and of Global Capital Reinsurance.
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Director
Name and Principal Occupation or Employment Since/Term
For Past Five Years Age Expires
- --------------------------------------------------------------------------------
John F. McNair III - Retired President and Chief 66 11-4-83/5-3-94
Executive Officer of Wachovia Bank of North Carolina
and Wachovia Corporation. He had been employed by the
Wachovia Corporation and its operating banks from 1968
through 1989. Mr. McNair is a Director of The Piedmont
Natural Gas Company and a Director and President of
the North Carolina Railroad Company since July, 1993
Roy H. Park, Jr. - Chairman, President, Chief 55 11-29-93/5-3-94
Executive Officer and owner of Park Outdoor
Advertising of New York, Inc. From 1981 until 1988,
when he purchased Park Outdoor Advertising of New York,
Inc., he was employed by Park Outdoor Advertising, Inc.,
and was its President and Chief Executive Officer from
1984 to 1988 and was Vice President from 1981 to 1984.
Mr. Park is the son of Dorothy D. Park and the late
Roy H. Park. He is also a Director and Senior Vice
President of RHP Incorporated. See "Certain Transactions"
herein. Mr. Park is Chairman of the Board of the Outdoor
Advertising Council of New York, Inc.
It is intended that proxies will be voted for the election of the above
nominees. In case any nominee shall become unavailable for election to the
Board of Directors for any reason not presently known or contemplated, the
proxy holders will have discretionary authority in that instance to vote the
proxies for a substitute. A plurality of the votes of the shares present in
person or by proxy at the meeting and entitled to vote on the election of
directors is required for the election of directors.
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OTHER OFFICERS OF THE COMPANY
Information regarding other officers of the Company is set
forth below:
Name and Principal Occupation or Employment
For Past Five Years Age
- --------------------------------------------------------------------------------
Jack E. Claiborne - Has been Vice President-Assistant 62
to the Chairman since October, 1990. Prior thereto, he was employed
by The Charlotte Observer since 1955, where he was the Associate Editor
from 1972 to September, 1990. From 1955 to 1972, he was employed in
various editorial and reporting positions.
W. Randall Odil - Has been Vice President-Television 51
since October, 1986. From February, 1982 to October, 1986, he was
Vice President and General Manager of the Company's WSLS-TV Station
in Roanoke, Virginia. Prior thereto, he was employed by WBKO-TV in
Bowling Green, Kentucky for 20 years in various positions, including
Vice President-Sales/Station Manager from 1978 to February, 1982.
Rick A. Prusator - Has been Vice President-Radio since 41
August, 1991. From August, 1989 to August 1991 he was Vice President
of Park Broadcasting-Western Radio Division. He was Vice President
and General Manager of the Company's WNAX-AM Station in Yankton, South
Dakota, from February, 1985 to August, 1991. He was General Manager
of KYNT/KKYA in Yankton, South Dakota, from 1984 to February, 1985.
Prior thereto, he was employed by Leighton Enterprises, Inc. from
1978 to December, 1983, and was its Vice President of Iowa operations
from 1981 to December 1983.
Robert J. Rossi - Has been associated with the Company's 66
newspaper publishing business since 1974. He was Vice President-News
papers from 1974 through 1978 and was a consultant to the Company from
1978 through October, 1983. In October, 1983 he became General Manager
and Editor of the Company's daily newspaper in Blytheville, Arkansas,
and regional coordinator of the Company's Central Newspaper Division.
In January, 1986, he rejoined the Company's central management
group as Vice President-Newspapers.
Randel N. Stair - Vice President-Controller of the 43
Company since 1980, Assistant Secretary since 1983 and Vice
President-Controller of Park Newspapers, Inc., a subsidiary of the
Company, since 1979. Prior to joining the Company he was employed by
Multimedia, Inc., as Assistant Corporate Controller.
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DIRECTORS' MEETINGS AND COMPENSATION
The Board of Directors meets on a regularly scheduled basis. During fiscal
1993 the Board met on six occasions. Each of the directors (during the period
in which such director served) attended at least seventy-five percent of the
aggregate number of meetings of the full board and the respective committees
thereof on which such director served.
The Board of Directors has assigned certain responsibilities to committees.
The Audit Committee recommends the appointment of the independent public
accountants and consults with the independent public accountants on a periodic
basis on matters relating to internal financial controls and procedures. The
current members of the Audit Committee are Harry F. Byrd, Jr. (Chairman), John
F. McNair III, and Dorothy D. Park. The Board of Directors has not created a
Nominating Committee.
The Compensation Committee reviews and approves the compensation of
executive officers. The Compensation Committee is currently composed of John F.
McNair III (Chairman) and Harry F. Byrd, Jr. Until October 25, 1993 the
compensation committee also included Roy H. Park.
The Audit and Compensation Committees each met once during 1993.
For their services on the Board, non-employee directors are paid $12,000 per
year and also receive $600 for each meeting attended, and an additional $400
for each committee meeting attended.
EXECUTIVE COMPENSATION
Recently, certain Securities and Exchange Commission regulations have been
revised to make disclosure of executive compensation easier to understand and
more relevant to stockholders. The newly required information includes a report
from the Company's Compensation Committee of the Board of Directors, a
five-year stock performance graph, a summary compensation table, and a pension
plan table.
REPORT ON EXECUTIVE COMPENSATION OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors until October 25, 1993
was composed of two non-employee directors and the Chairman & Chief Executive
Officer. No one was appointed to replace Roy H. Park on the Compensation
Committee after his death on that date. The Compensation Committee is
responsible for establishing the base salary of the Company's Chief Executive
Officer, as well as the Company's senior executive officers, including, but not
limited to, Wright M. Thomas, President & Chief Operating Officer; W. Randall
Odil, Vice President-Television; Robert J. Rossi, Vice President-Newspapers;
Rick A. Prusator, Vice President-Radio; and Randel N. Stair, Vice
President-Controller.
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The Committee believes that the most effective executive compensation
program is one which encourages initiative and achievement and which provides
incentives to achieve both current and long term strategic management goals of
the Company, with the ultimate objective to increase stockholders value. These
management goals relate primarily to increasing operating profits from each of
the Company's divisions and Company growth through strategic acquisitions. To
achieve these goals, the Committee believes executive compensation should be
comprised of base salary and incentives which reward readily quantifiable
performance. The Company does not anticipate that Section 162(m) of the
Internal Revenue Code, which generally restricts the deduction of
non-performance based compensation to $1,000,000 per individual, will apply to
any of its executives. However, in the event the compensation payments exceed
the cap, the compensation payments would be structured to meet the
deductibility requirements.
The base salary for the Chief Executive Officer is measured against the
knowledge and problem-solving ability required to satisfactorily fulfill the
position's assigned duties and responsibilities, the position's accountability
and its impact on the operations and profitability of the Company. One of the
prime factors impacting the Company's operations is evaluating and acquiring
media properties on terms that will increase operating cash flow and net income
of the Company. The Committee considers the remuneration analysis in
conjunction with the Company's overall performance, as measured by total
stockholder return, adherence to the Company's strategic plan, the development
of sound management practices and the succession of skilled personnel.
The base salary of the Chief Executive Officer was $616,667 for the fiscal
year 1989. In subsequent review of the Chief Executive Officer's salary, the
Chief Executive Officer took the position that he was fairly and adequately
compensated at that level previously established in 1989. The Committee
acknowledged the Chief Executive Officer's viewpoint and accordingly made no
adjustment in his base salary for the years 1990, 1991, and 1992. Similarly, at
its meeting in February, 1993, the compensation committee concluded that the
Chief Executive Officer's historical salary was sufficient and made no change
to it for 1993.
The Vice Presidents for television, radio and newspapers, in addition to
their base salaries, each have an incentive program which compensates them for
increases in their division's operating profit over the prior year. Their base
salaries are based upon historical salaries, while the incentive portion is
based upon a specific formula relating to an increase in the operating profit
of such officer's respective division. Application of such formulas resulted in
the Company's operating Vice Presidents for the television and radio divisions
receiving bonuses for division performance in fiscal year 1993. The salaries
and bonuses of the Company's other executive officers are evaluated on a
case-by-case basis. Other than the bonuses referred to above, no additional
bonuses were awarded to the Company's executive officers for fiscal year 1993.
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In establishing executive compensation programs in the future, the Committee
will focus not only on total stockholder return, but also on specific corporate
goals designed to promote the overall financial success of the Company, such as
creating net income, earnings per share, and operating cash flow, which, in
turn, are expected to improve the return on stockholders' equity and support
the market price of the Company's Common Stock.
The Compensation Committee in 1993:
* John F. McNair III, Chairman: *Harry F. Byrd, Jr., and **Roy
H. Park.
* Denotes non-employee directors.
**As noted above, Roy H. Park died on October 25, 1993, and
no one was appointed to succeed him on the Compensation Committee.
FIVE-YEAR TOTAL STOCKHOLDER RETURN
The following indexed graph indicates the Company's total return to its
stockholders for the past five years as compared to total returns for the
NASDAQ market index and selected peer group index. The graph shows what $100
invested in stock January 1, 1989, would be worth at December 31, 1993.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG PARK COMMUNICATIONS, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX**
--------------------FISCAL YEAR ENDING-------------------
COMPANY 1988 1989 1990 1991 1992 1993
PARK COMMUNICATIONS $100.00 114.58 91.67 77.78 97.22 116.67
PEER GROUP INDEX $100.00 116.77 86.58 86.28 112.08 147.93
NASDAQ MARKET INDEX $100.00 112.89 91.57 117.56 118.71 142.40
PEER GROUP INDEX Consists of:
A.H. Belo Co.
Lee Enterprises, Inc.
Media General, Inc.
Pulitzer Publishing Co.
ASSUMES $100 INVESTED ON JAN. 1, 1989
* ASSUMES DIVIDENDS REINVESTED
** FISCAL YEAR ENDING DECEMBER 31, 1993
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SUMMARY COMPENSATION TABLE
The following table sets forth the total cash and non-cash compensation for
the Company's former Chief Executive Officer and the other four most highly
compensated executive officers.
Annual Compensation
-----------------------------------
(a) (b) (c) (d)
Name and Principal Positions Year Salary 1 Bonus
- ------------------------------------------------------------------------------
Roy H. Park 1993 $506,886 2 --
Former Chairman of the Board of Directors 1992 616,607 --
and Chief Executive Officer 1991 616,667 --
Wright M. Thomas 1993 184,440 3 --
President, Chief Operating Officer, 1992 177,977 --
Treasurer and Assistant Secretary 1991 165,983 --
W. Randall Odil 1993 162,150 $25,799
Vice President-Television 1992 157,977 24,607
1991 150,150 --
Robert J. Rossi 1993 162,630 --
Vice President-Newspapers 1992 158,415 18,766
1991 150,259 --
Randel N. Stair 1993 122,258 --
Vice President-Controller and 1992 119,087 10,000
Assistant Secretary 1991 113,260 --
1 Amounts are after voluntary salary reductions associated
with the election to treat health insurance premiums on a pre-tax
basis.
2 For fiscal year 1993, Mr. Park's salary was set at $616,607.
However, the amount shown above reflects the amount paid from January
1, 1993 through the date of his death, October 25, 1993.
3 Pursuant to a deferred compensation arrangement with the
Company, Wright M. Thomas may elect to defer a portion of his annual
salary, not to exceed the greater of $30,000 or 25% of his salary.
Such deferred compensation is payable with interest in installments
on retirement or termination of employment. Such deferred compensation
is included in this category.
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PENSION PLAN TABLE
W. Randall Odil, Vice President-Television, was a participant in a pension
plan during 1993 of one of the Company's subsidiaries, Roy H. Park Broadcasting
of Roanoke, Inc., where he formerly was employed. The Pension Plan Table below
shows his estimated annual benefits payable under the Plan at retirement, based
on estimated levels of the average final salary and years of service.
ROY H. PARK BROADCASTING OF ROANOKE, INC.
RETIREMENT PLAN
PENSION PLAN TABLE
ESTIMATED ANNUAL BENEFITS PAYABLE
YEARS OF SERVICE
Average
Final Salary 10 yrs 15 yrs 20 yrs 25 yrs
- -----------------------------------------------------
$ 20,000 $ 4,000 $ 6,000 $ 8,000 $10,000
40,000 8,000 12,000 16,000 20,000
60,000 12,000 18,000 24,000 30,000
80,000 16,000 24,000 32,000 40,000
100,000 20,000 30,000 40,000 50,000
120,000 24,000 36,000 48,000 60,000
The annual pension benefits to be awarded to Mr. Odil under the Plan will be
based on Mr. Odil's average annual salary during his employment with the
Company. For purposes of determining Mr. Odil's benefits under the Plan, the
average annual salary computation assumes that Mr. Odil would be compensated as
if he were still an employee of Roy H. Park Broadcasting of Roanoke, Inc., and
is not based upon his compensation as set forth in the Summary Compensation
Table. Based upon the foregoing assumption, his salary would be $104,498 as of
December 31, 1993, and he has 11 years of credited service.
The benefits in the Pension Plan Table are computed based on straight-life
annuity amounts. The benefits listed in the Pension Plan Table are not subject
to any deductions for Social Security or any other offset amounts.
Pursuant to a contingent retirement agreement, Wright M. Thomas is entitled
to receive certain annual payments in the event of retirement at age 65 if he
is then employed by the Company. The size of such payments will be based on
approximately 50% of his average annual salary during the five year period
immediately preceding retirement, less the annual amount of retirement income
payable to him under the Federal Social Security Act or any other similar plan
which is a substitute for that Act that may be established under federal law.
Although his future salary cannot be predicted with any level of certainty, if
the payments under this plan would have been based on his salary during the
previous five years, such amount would be approximately $73,000 per year during
his lifetime.
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COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
During fiscal year 1993 (until October 25, 1993) the Compensation Committee
consisted of Roy H. Park and the Company's two non-employee directors, John F.
McNair III and Harry F. Byrd, Jr. As noted above under Report of the
Compensation Committee of the Board of Directors, Roy H. Park died on October
25, 1993, and no one was appointed to succeed him on the Compensation
Committee. Mr. Park was Chairman of the Board of Directors and Chief Executive
Officer of the Company during that period. There were no other interlocking
relationships between members of the Compensation Committee and directors or
officers of the Company. As discussed more fully below under "Certain
Transactions," during fiscal year 1993 the Company leased and rented certain
operating facilities and equipment from RHP Incorporated, which was wholly
owned by Roy H. Park and his wife, Dorothy D. Park. Such lease and rental
payments were $1,265,000 in 1993. In addition, also as discussed under "Certain
Transactions," the Company placed promotional advertising through a division of
RHP Incorporated. The total amount of discounts retained by RHP Incorporated
for services provided to the Company during fiscal year 1993 was $42,933. While
Mr. Park was on the Company's Compensation Committee, Wright M. Thomas was a
Director, Vice President and Assistant Secretary of RHP Incorporated and
Dorothy D. Park was a Director and Secretary of RHP Incorporated. As discussed
below, Dorothy D. Park is currently a Director, President and Secretary of RHP
Incorporated; Roy H. Park, Jr. is a Director and Senior Vice President of RHP
Incorporated and Wright M. Thomas is a Director, Vice President of and
Assistant Secretary of RHP Incorporated.
CERTAIN TRANSACTIONS
The Company, in the ordinary course of business, leases and rents certain
operating facilities and equipment from RHP Incorporated, which was until
October 25, 1993 wholly owned by Roy H. Park and Dorothy D. Park. In her
capacity as Personal Representative of the Estate of Roy H. Park, Mrs. Park
controls the shares formerly owned by him. In addition, Mrs. Park is a
Director, President and Secretary of RHP Incorporated, Roy H. Park, Jr. is a
Director and Senior Vice President of RHP Incorporated and Wright M. Thomas is
a Director, Vice President and Assistant Secretary of RHP Incorporated. Such
lease and rental payments were $1,265,000 in 1993. In addition, the Company
places promotional advertising through Agricultural Advertising and Research,
Inc., a recognized advertising agency which is a division of RHP Incorporated.
For advertising placed through Agricultural Advertising and Research, Inc., the
agency receives the standard advertising discount given by the media on
advertising placed, and refunds up to two-thirds of the discount to the
particular company placing the promotional advertising. Such net advertising
discounts retained by RHP Incorporated were $42,933 in 1993.
15
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<PAGE> 16
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's accountants for 1993 were Ernst & Young, Independent Certified
Public Accountants. A representative of Ernst & Young is expected to be
present at the Annual Stockholders' Meeting and will have an opportunity to
answer questions and make a statement. The Company has not selected its
accountants for 1994.
OTHER MATTERS
The Management does not know of any matter, other than those mentioned
above, that may be presented for action at the Annual Meeting of Stockholders.
If any other matter or any proposal should be presented and should properly
come before the meeting for action, the persons named in the accompanying proxy
will vote upon such matters and upon such proposals in accordance with their
best judgment.
For a stockholder's proposal to be included in the Company's proxy statement
for the 1995 Annual Meeting, the proposal must be received by the Company by
December 23, 1994.
The annual report to stockholders covering the fiscal year ended December
31, 1993 has been mailed to stockholders of record for the meeting.
By order of the Board of Directors.
/s/Dorothy D. Park
Dorothy D. Park, Secretary
Park Communications, Inc.
16
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<PAGE> CARD
PARK COMMUNICATIONS, INC.
Terrace Hill
P.O. Box 550
Ithaca, NY 14851
REVOCABLE PROXY
This proxy is solicited on behalf of the board of directors. The undersigned
hereby appoints Harry F. Byrd, Jr., John F. McNair III, and Dorothy D. Park and
any of them as Proxies, each with the power to appoint his substitute, and
hereby authorizes him or them to represent and vote, as designated below all
the Common Stock of Park Communications, Inc. held of record by the undersigned
on February 16, 1994, at the Annual Meeting of Stockholders to be held on May
3, 1994 at 9:15 a.m. in the East Trianon Suite on the second floor of The
Carlyle, 35 East 76th Street, New York City.
1. Election of Directors [] For all nominees (except as marked to the contrary
below).
[] Withhold Authority to vote for all nominees listed
below.
Dorothy D. Park, Wright M. Thomas, Harry F. Byrd, Jr., J. Markham Green, John
F. McNair III, Roy H. Park, Jr. (In order to withdraw authority to vote for
any individual nominee, write that nominee's name on the space provided
below.)
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Continued and to be signed on reverse side.
Continued from other side
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND OTHERWISE AT THE
DISCRETION OF THE PROXIES. YOU MAY REVOKE THE PROXY PRIOR TO THE MEETING BY
MAILING A SIGNED INSTRUMENT REVOKING THE PROXY TO: DOROTHY D. PARK, SECRETARY,
PARK COMMUNICATIONS, INC., P.O. BOX 550, ITHACA, NY 14851; TO BE EFFECTIVE, THE
REVOCATION MUST BE RECEIVED ON OR BEFORE MAY 2, 1994. IF YOU ATTEND THE
MEETING IN PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
DATE: , 1994
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Signature of Stockholder
This proxy must be signed exactly as name appears hereon.
Executives, administrators, trustees, etc., should give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officers, and officers should sign with personal signature and give title.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING ENCLOSED
ENVELOPE.
