McCAW CELLULAR COMMUNICATIONS, INC.
5400 Carillon Point
Kirkland, Washington 98033
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 1994
TO THE STOCKHOLDERS OF McCAW CELLULAR COMMUNICATIONS, INC.:
The annual meeting of Stockholders of McCaw Cellular
Communications, Inc., a Delaware corporation (the "Company"),
will be held on Friday, May 20, 1994 at 9:00 a.m. local time at
the Overlake Hospital Conference Center, 1035 116th Avenue N.E.,
Bellevue, Washington, for the following purposes:
(1) To elect a Board of Directors, 12 in number, to serve
until the next annual meeting of Stockholders and until their
respective successors are elected and qualified;
(2) To ratify the selection of Arthur Andersen & Co. as the
Company's independent public accountants for the year ending
December 31, 1994; and
(3) To transact such other business as may properly come
before the meeting.
Only the Stockholders of record at the close of business on
March 31, 1994, the record date for the annual meeting, are
entitled to notice of, and to vote at, the annual meeting and any
adjournments or postponements thereof.
To ensure that your interest will be represented, whether or
not you plan to attend the annual meeting in person, please
complete, date and sign the enclosed Proxy Card and return it
promptly in the enclosed self-addressed, postage-prepaid
envelope.
McCAW CELLULAR COMMUNICATIONS, INC.
By: TOM A. ALBERG
-----------------------------
Tom A. Alberg
Secretary
April 18, 1994<PAGE>
<PAGE>
McCAW CELLULAR COMMUNICATIONS, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 20, 1994
This Proxy Statement is being furnished in connection with
the solicitation of proxies by the Board of Directors of McCaw
Cellular Communications, Inc., a Delaware corporation (the
"Company"), from holders of the Company's outstanding shares of
Class A Common Stock, par value $0.01 per share (the "Class A
Common Stock"), and from holders of the Company's outstanding
shares of Class B Common Stock, par value $0.01 per share (the
"Class B Common Stock," which, together with the Class A Common
Stock, is referred to herein as the "Common Stock"), for use at
the annual meeting of Stockholders of the Company (the "Annual
Meeting") to be held on Friday, May 20, 1994 at 9:00 a.m. local
time at the Overlake Hospital Conference Center, 1035 116th
Avenue N.E., Bellevue, Washington, and any adjournments or
postponements thereof. This Proxy Statement and the enclosed
Proxy Card are first being mailed to Stockholders on or about
April 18, 1994.
Voting Rights and Proxy Information
The Board of Directors of the Company has fixed the close of
business on March 31, 1994 as the record date (the "Record Date")
for the determination of Stockholders entitled to notice of and
to vote at the Annual Meeting. Only Stockholders of record of
Common Stock at the close of business on the Record Date will be
entitled to notice of and to vote at the Annual Meeting. A list
of such Stockholders will be available for examination at least
ten days prior to the Annual Meeting at the offices of the
Company located at 5400 Carillon Point, Kirkland, Washington
98033. On the Record Date, 149,311,231 shares of Class A Common
Stock were outstanding and 59,631,051 shares of Class B Common
Stock were outstanding. Each holder of a share of Class A Common
Stock is entitled to one vote per share and each holder of a
share of Class B Common Stock is entitled to ten votes per share
held of record on the Record Date on each matter that may
properly come before the Annual Meeting. As of the Record Date,
members of the Board of Directors and two affiliates of the
Company own or have the power to vote shares of Class A Common
Stock and Class B Common Stock which represent approximately 83%
of the combined voting power of the Common Stock.
Stockholders of record on the Record Date are entitled to
cast their votes, in person or by properly executed proxy, at the
Annual Meeting. The presence, in person or by properly executed
proxy, of the holders of shares of Common Stock representing a
majority of the voting power entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Annual
Meeting. The Common Stock currently constitutes the only class
of securities of the Company entitled to vote. Pursuant to the
Restated Certificate of Incorporation of the Company, election of
the Board of Directors is by majority vote, with no provisions
for cumulative voting.
Under Delaware law and the Company's Restated Certificate of
Incorporation, if a quorum is present at the meeting: (i) the 12
nominees for election as directors who receive the greatest
number of votes cast for the election of directors by the shares
present in person or represented by proxy at the Annual Meeting
and entitled to vote shall be elected directors and (ii) the
other matter listed in the accompanying Notice of Annual Meeting
of Stockholders must be approved by the affirmative vote of the
majority of shares present in person or represented by proxy at
the Annual Meeting and entitled to vote on the matter. In the
election of directors, any action other than a vote for a nominee
will have the practical effect of voting against the nominee.
Abstention from voting will have the practical effect of voting
against the other matter since it is one less vote for approval.
Broker nonvotes on the other matter will have no impact on such
matter since they are not considered "shares present" for voting
purposes.
All shares represented at the Annual Meeting by properly
executed proxies received prior to or at the Annual Meeting and
not properly revoked will be voted at the Annual Meeting in
accordance with the instructions indicated in such proxies. If
no instructions are indicated, such proxies will be voted in
favor of proposals 1 and 2. If any other matters are properly
presented at the Annual Meeting for action, which is not
presently anticipated, the persons named in the accompanying
proxy will vote the proxies in accordance with their best
judgment. The Board of Directors of the Company does not know of
any matters, other than the matters described in the Notice of
Annual Meeting of Stockholders attached to this Proxy Statement,
that will come before the Annual Meeting.
If a quorum is not present at the time the Annual Meeting is
convened, a majority of the voting stock represented in person or
by proxies may adjourn the Annual Meeting from time to time,
without notice other than announcement at the Annual Meeting,
until a quorum shall be present or represented. At such
adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted that might have been
transacted at the meeting as originally noticed. If the
adjournment is more than 30 days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each Stockholder of
record entitled to vote thereat.
Any proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before it is voted. Proxies
may be revoked by (i) filing with the Secretary of the Company,
at or before the Annual Meeting, a written notice of revocation
bearing a date later than the date of the proxy, (ii) duly
executing a subsequent proxy relating to the same shares and
delivering it to the Secretary of the Company at or before the
Annual Meeting, or (iii) attending the Annual Meeting and voting
in person (although attendance at the Annual Meeting will not in
and of itself constitute a revocation of a proxy). Any written
notice revoking a proxy should be sent to: McCaw Cellular
Communications, Inc., 5400 Carillon Point, Kirkland, Washington
98033, Attention: Tom A. Alberg, Secretary.
ELECTION OF DIRECTORS
Nominees for Director
A Board of Directors, 12 in number, is to be elected at the
Annual Meeting to serve until the next annual meeting of
Stockholders and until their respective successors are elected
and qualified. The nominees for election to the 12 positions of
director to be voted upon at the Annual Meeting, each of whom has
consented to be named herein and to serve if elected, are Craig
O. McCaw, Wayne M. Perry, James L. Barksdale, John E. McCaw, Jr.,
Bruce R. McCaw, Stuart M. Sloan, Harold S. Eastman, Harold W.
Andersen, Daniel J. Evans, John C. McDonald, Malcolm Argent and
Bruce R. Bond. It is the intention of the persons named in the
enclosed proxy to vote such proxy, unless authority has been
specifically withheld, for the election of each of the persons
named above as nominees. All of the nominees are currently
directors of the Company. If any nominee declines or is unable
to serve as a director for any reason (which is not anticipated),
the persons named in the proxy reserve full discretion to vote
for any other person who may be nominated. The BT Shareholders
Agreement (as defined herein) establishes the size of the Board
of Directors and certain guidelines for the appointment of
members.
On August 16, 1993, the Company entered into an Agreement
and Plan of Merger (the "Merger Agreement") with American
Telephone and Telegraph Company ("AT&T") pursuant to which the
Company would merge with a subsidiary of AT&T and thereupon
become a wholly owned subsidiary of AT&T (the "Merger"). At a
meeting held on March 25, 1994, the Stockholders of the Company
approved the Merger. Closing of the Merger remains subject to
the receipt of necessary governmental approvals. Either the
Company or AT&T may terminate the Merger Agreement if the Merger
has not occurred by September 30, 1994. As part of a purchase of
shares of Class A Common Stock by AT&T completed on February 23,
1993, AT&T has the right to designate one member to the Company's
Board of Directors. AT&T has not yet formally requested that a
specific individual be named to the Company's Board. In the
event that AT&T makes such request, the Company expects that one
member of the then-serving Board will resign and be replaced by
the person designated by AT&T. Any AT&T designee will be subject
to reelection at the Company's next annual meeting of
Stockholders.
Listed below is certain information with respect to each
current nominee for election as director. For information
concerning the number of shares of Common Stock beneficially
owned by each nominee, see "Security Ownership of Certain
Beneficial Owners and Management Beneficial Ownership of the
Company's Common Stock."
Nominee Age Position With the Company
Craig O. McCaw(1) 44 Chairman of the Board and
Chief Executive Officer
Wayne M. Perry 44 Vice Chairman of the Board
James L. Barksdale 51 President, Chief Operating
Officer and Director
John E. McCaw, Jr.(1) 43 Director
Bruce R. McCaw(1) 47 Director
Stuart M. Sloan 50 Director
Harold S. Eastman 55 Director
Harold W. Andersen 70 Director
Daniel J. Evans 68 Director
John C. McDonald 58 Director
Malcolm Argent 58 Director
Bruce R. Bond 47 Director
_____________________
(1) Craig, John and Bruce McCaw are brothers.
Mr. Craig O. McCaw is Chairman of the Board and Chief
Executive Officer of the Company and prior to December 1985 was
President of the Company. Mr. McCaw has been a director of the
Company since it was organized. He has held various positions in
the Company and its predecessors dating from 1969. In March
1988, Mr. McCaw was appointed to the President's National
Security Telecommunications Advisory Committee. Mr. McCaw was
appointed Chairman of the Board and Chief Executive Officer of
LIN Broadcasting Corporation ("LIN"), a 52%-owned subsidiary of
the Company, on March 5, 1990.
Mr. Wayne M. Perry is Vice Chairman of the Board of the
Company, and has been a director of the Company since it was
organized. Prior to becoming Vice Chairman of the Board in June
1989, Mr. Perry served as President of the Company. Prior to
becoming President of the Company in December 1985, Mr. Perry
served as Executive Vice President and General Counsel of the
Company and was the primary legal officer of the Company from
1976 to 1985, both as an employee and as outside counsel. Mr.
Perry was appointed Vice Chairman of the Board of LIN on March 5,
1990. He is currently a member of the Board of Directors and
Chairman of the Cellular Telecommunications Industry Association,
the nationwide wireless industry association.
Mr. James L. Barksdale was appointed President and Chief
Operating Officer of the Company on November 15, 1991 and became
a director of the Company in January 1992. Prior to joining the
Company, Mr. Barksdale served, since 1983, as Executive Vice
President and Chief Operating Officer of Federal Express
Corporation. Mr. Barksdale was appointed a director of LIN on
March 3, 1992. He is also a director of 3Com Corporation, Envoy
Corporation, the Promus Companies Incorporated and Network
Computing Devices, Inc.
Mr. John E. McCaw, Jr. has been a director of the Company
since it was organized. He held various positions in the Company
and its predecessors dating from 1969, most recently serving as
Executive Vice President-Acquisitions until January 1, 1992. He
was involved with acquisitions in the cellular, paging and cable
television areas during that period. Mr. McCaw was appointed a
director of LIN on March 5, 1990. Mr. McCaw currently serves on
the boards of directors of the Baseball Club of Seattle, owner of
the Seattle Mariners, and Winterbrook Beverage Co. and is an
Advisory Director of the Commerce Bank of Washington.
Mr. Bruce R. McCaw has been a director of the Company since
it was organized. He held various positions in the Company and
its predecessors dating from 1969 until 1988.
Mr. Stuart M. Sloan became a director of the Company in
October 1992. He is the founder of Sloan Capital Companies, a
private investment company since 1984. In June 1986, Mr. Sloan
acquired the majority interest in Quality Food Centers, Inc.
("QFC"), which operates the largest independent retail grocery
chain in the Seattle/King County area, and has been a member of
its Board of Directors since 1984. He currently serves as QFC's
Chairman and Chief Executive Officer. Mr. Sloan was a founder
of Egghead, Inc., serving as a director from 1984 until 1992. He
also served as President of Egghead from March 1989 until January
1990, as Chief Executive Officer from January 1990 until March
1991 and as Chairman of the Board from January 1990 until
September 1992. Mr. Sloan is currently a director of Revco D.S.
and the SeaFirst Corporation.
Mr. Harold S. Eastman has been a director of the Company
since June 1989. Mr. Eastman served as President of the Company
from June 1989 to December 31, 1991 and thereafter as Vice
Chairman of the Board until April 1, 1992. Prior to joining the
Company in June 1989, Mr. Eastman was a Managing Director-
Operations for The Henley Group, Inc., including Henley
affiliates, Fisher Scientific Group and Wheelabrator
Technologies, which conducted business through its Laboratory and
Medical Products, Aerospace Products and Service and Industrial
Products segments. Prior to 1986, Mr. Eastman served as a Senior
Vice President of The Signal Companies, Inc., and in a series of
senior management positions with Wheelabrator-Frye Inc. prior to
its merger with Signal. Mr. Eastman was appointed a director of
LIN on March 5, 1990, serving as Vice Chairman until April 1,
1992. He is also a director of TJ International, Inc. and TCW
Funds, Inc. and President of Peregrine Capital Co.
Mr. Harold W. Andersen became a director of the Company in
February 1988. He is a Contributing Editor of the Omaha World-
Herald and is a director of the Omaha World-Herald Company. From
1985 until December 1989, he was Publisher of the Omaha World-
Herald and was Chairman and Chief Executive Officer of the Omaha
World-Herald Company. From 1966 until 1989, he was President and
Chief Executive Officer of the Omaha World-Herald Company. Mr.
Andersen is currently a director of the Raleigh (North Carolina)
News and Observer Publishing Co., The Williams Companies and
Canadian Pacific Forest Products, Inc.
Senator Daniel J. Evans became a director of the Company in
May 1989, after having served one term in the United States
Senate. Prior to serving in the Senate, he was President of The
Evergreen State College in Olympia, Washington from February 1977
to September 1983 and served three terms as Washington's
Governor. Senator Evans also serves on the Boards of Washington
Mutual Savings Bank, Puget Sound Power & Light Company,
Burlington Northern Inc., Flow International Heart Technology and
the Tera Computer Company and is Chairman of Daniel J. Evans
Associates.
Mr. John C. McDonald became a director of the Company in
October 1992. He is the founder of MBX Inc., a communications
research organization with headquarters in New Canaan,
Connecticut, and has served as its President since June 1991.
Prior to founding MBX, he was a Director, Executive Vice
President and Chief Scientist for Contel Corporation and a
Director and member of the Strategic Issues, Planning &
Technology Committee of GTE Corporation from March 1991 until
April 1992. From 1986 until 1991, Mr. McDonald was Executive
Vice President-Technology of Contel Corporation. Mr. McDonald
also serves on the Board of the Burnham Fund and Transwitch
Corporation, and is a member of the advisory boards of Stanford
University and the University of Maryland.
Mr. Malcolm Argent became a director of the Company in June
1989. He has been Secretary of British Telecommunications plc
("BT") since July 1984 and is a director of Westminster Health
Care Holdings, plc. On October 1, 1989, Mr. Argent became a
director of BT.
Mr. Bruce R. Bond became a director of the Company in March
1990. Formerly Director of Corporate Strategy with BT, he became
BT's Group Products and Services Director in July 1990. Prior to
joining BT in August 1989, Mr. Bond was Corporate Vice President,
Strategic Planning for US West, a telecommunications company.
Before joining US West in January 1985, he was the Vice
President, Strategic Planning for the Mountain Bell Telephone
Company in Denver, Colorado.
Mr. John W. Stanton has been a director of the Company since
it was organized and was Vice Chairman of the Board from April
1988 to November 1991. Mr. Stanton has decided not to stand for
re-election and will no longer serve on the Board of Directors
effective as of the date of the Annual Meeting. Mr. Stanton
joined the Company in 1983 and served as an Executive Vice
President of the Company until April 1988. Prior to joining the
Company, he was with the Tacoma Telecommunications Group of Ernst
& Young. He is the former Chairman of Telocator Network of
America, which at the time was a nationwide paging and cellular
telephone industry organization. Mr. Stanton has been a director
of Interpoint Corp., a manufacturer of integrated circuits, since
August 1988, and is also a director of General Cellular
Corporation. He is Chairman of the Board and Chief Executive
Officer of General Cellular Corporation, Pacific Northwest
Cellular, Inc. and Stanton Communications, Inc. Mr. Stanton was
appointed a director of LIN on April 9, 1990 and has similarly
decided not to stand for re-election to that position.
Members of the McCaw family, including Craig, John, Keith and
Bruce McCaw (the "McCaw brothers"), the Company and certain
members of the Company's management and their related trusts have
entered into a shareholders agreement (the "McCaw Shareholders
Agreement"), dated as of May 31, 1989, as amended, which provides
that the parties thereto will vote their shares of the Company's
Class B Common Stock in accordance with the directions of Craig
O. McCaw (or his successor, each the "Designated Party"), and
that the Designated Party is entitled to designate all members of
the Company's Board of Directors. Under the McCaw Shareholders
Agreement, any Designated Party is entitled, subject to certain
restrictions, to designate his successor as Designated Party. In
the absence of such designation, successor Designated Parties
will be selected by the McCaw family in the manner specified in
the McCaw Shareholders Agreement.
The structure of the Company's Board of Directors has been
further defined by a separate shareholders agreement (the "BT
Shareholders Agreement"), dated June 20, 1989, entered into by
the McCaw brothers, the Company and BT USA, and by the Company's
By-laws, which provide that BT USA will be entitled to designate
four directors, subject to reduction, so that its Board
representation remains substantially proportionate with its
equity interest in the Company and does not exceed the 25%
limitation established under federal law on non-U.S. citizens as
directors, that the Designated Party will be required to
designate three directors independent of any relationship with
any officer or director of the Company or with himself, BT USA or
any other holder of 1% or more of the Company's outstanding stock
(the "Independent Directors"), and that the Designated Party will
be entitled to designate a number of additional directors
constituting a majority of the Company's Board. If AT&T
exercises its right to designate a member of the Board, the
Company expects that such person will be designated by the
Designated Party as one of its directors under this latter
provision.
As Designated Party under the McCaw Shareholders Agreement,
Craig O. McCaw nominated himself and John E. McCaw, Jr., Bruce R.
McCaw, Wayne M. Perry, Harold S. Eastman, James L. Barksdale and
Stuart M. Sloan as directors. Under the BT Shareholders
Agreement, BT nominated Malcolm Argent and Bruce R. Bond as
directors. If BT elects to nominate an additional director or
directors as it is currently entitled to under the BT
Shareholders Agreement, the size of the Company's Board of
Directors will increase to the size provided for in the BT
Shareholders Agreement. Finally, as Designated Party, Craig O.
McCaw nominated Harold W. Andersen, Daniel J. Evans and John C.
McDonald to serve as Independent Directors.
Compensation of Directors
Directors (other than the McCaw brothers and employees of the
Company) receive an annual fee of $30,000, payable monthly. In
addition to the annual fee, all non-employee directors are paid
$1,500 for each Board of Directors meeting attended (including
telephonic attendance) and reimbursed for any travel expenses
incurred in connection with such meetings. The $1,500 attendance
fee (and expenses) is also paid for meetings of standing
committees of the Board of Directors not held in conjunction with
Board of Directors meetings.
Under the Company's 1992 Stock Option Plan for Non-Employee
Directors (the "Director Plan"), non-employee directors (other
than directors who are elected or appointed by virtue of their
affiliation with BT USA) received an option to purchase 1,000
shares of Class A Common Stock when the Director Plan was adopted
by the Company's Board of Directors on January 29, 1992 and
automatically receive an option to purchase 1,000 shares of Class
A Common Stock annually beginning December 31, 1992, at an
exercise price equal to the fair market value of the Class A
Common Stock on the date of grant. The options are fully vested
and immediately exercisable on the date of grant. The 1992 Stock
Option Plan for British Telecom Directorships provides directly
to BT USA the benefits of the Director Plan which would otherwise
be provided to a non-employee director who is serving by virtue
of his affiliation with BT USA if such director were entitled to
participate in the Director Plan.
Members of the Special Committee (appointed to evaluate the
Company's transactions with AT&T) were paid $2,000 for each full
day spent on the Special Committee's work, and reimbursed for any
travel expenses incurred in connection with such work.
Board of Directors and Committees of the Board
The Board of Directors held eight meetings during 1993.
During that period no incumbent director attended less than 75%
of the total meetings of the Board and of committees on which he
served. The Board of Directors currently has an Audit Committee
and a Compensation Committee. The Board of Directors does not
have a nominating committee.
The Audit Committee is currently composed of Messrs. Daniel
J. Evans, John C. McDonald and John W. Stanton and held two
meetings during 1993. The functions of the Audit Committee
include recommending to the Board of Directors independent public
accountants to serve the Company for the ensuing year, reviewing
with management and the independent public accountants the scope
and results of the audit, reviewing with management and the
independent public accountants the Company's system of internal
controls, reviewing the Company's annual proxy statements and
reviewing non-audit professional services provided by the
independent public accountants and the range of audit and non-
audit fees.
At the beginning of 1993, the Compensation Committee was
composed of Messrs. Craig O. McCaw, Wayne M. Perry and John P.
Guiggio. As so constituted, the Compensation Committee held no
meetings during fiscal 1993. The function of the Compensation
Committee was to review and determine cash compensation for
executive officers and other employees. At the beginning of
1993, the Board of Directors also had a Stock Option, Stock
Appreciation Right and Restricted Stock Committee composed of
Messrs. Harold S. Eastman, Craig O. McCaw and Wayne M. Perry and
a Special Option Committee composed of John P. Guiggio, Barry D.
Romeril and Harold W. Andersen. As so constituted, the Stock
Option, Stock Appreciation Right and Restricted Stock Committee
and Special Option Committee held two and one meetings,
respectively, in 1993. The function of the Stock Option, Stock
Appreciation Right and Restricted Stock Committee was to
administer the Company's stock option plans with respect to the
Company's executive officers and other employees who are not
directors and to grant stock options to such executive officers
and employees, and the function of the Special Option Committee
was to administer the Company's stock option plans with respect
to executive officers who are also directors and to grant stock
options to such executive officers. The Stock Option, Stock
Appreciation Right and Restricted Stock Committee, the Special
Option Committee and the Compensation Committee were combined in
May 1993 to form a new Compensation Committee, having the same
functions as the predecessor committees. The Compensation
Committee is currently composed of Messrs. Harold W. Andersen and
Stuart M. Sloan and held two meetings during fiscal 1993. <PAGE>
<PAGE>
EXECUTIVE OFFICERS
Listed below is certain information about executive officers
of the Company who do not also serve as directors of the Company.
Executive officers are elected by the Board of Directors. For
information concerning Common Stock beneficially owned by each
such executive officer, see "Security Ownership of Certain
Beneficial Owners and Management Beneficial Ownership of the
Company's Common Stock" and "Compensation of Executive Officers."
Name Age Position With the Company
Tom A. Alberg 54 Executive Vice President-Legal
& Corporate Affairs and
Secretary
Peter L. S. Currie 37 Executive Vice President-
Development
Steven W. Hooper 41 Executive Vice President and
Chief Financial Officer
Nicolas Kauser 54 Executive Vice President-Chief
Technology Officer
Mr. Tom A. Alberg became Executive Vice President of the
Company in June 1990 and Secretary in March 1991. In April 1991,
he was elected President of LIN. Prior to joining the Company,
he was Chairman of the Executive Committee and a partner of
Perkins Coie, the largest law firm headquartered in the Pacific
Northwest. Mr. Alberg is currently a director of Active Voice
Corporation and Digital Systems International, Inc.
Mr. Peter L. S. Currie became Executive Vice President of the
Company in May 1992 and served as Executive Vice President-
Finance until January 1993, at which time he became Executive
Vice President-Development. From October 1990 until May 1992, he
served as Senior Vice President and Chief Financial Officer of
the Company. From April 1989 to October 1990, he served as
Senior Vice President-Finance of the Company. Prior to joining
the Company in April 1989, Mr. Currie was a principal of Morgan
Stanley & Co. Incorporated, which he joined in 1982.
Mr. Steven W. Hooper became Executive President and Chief
Financial Officer of the Company in January 1993. From February
1988 until January 1993, he was Senior Vice President-Cellular
Operations of the Company. From 1985 until February 1988, he was
Executive Vice President and Chief Operating Officer of the
Company's Cable Division. From 1983 until 1985, he held various
financial positions with the Company.
Mr. Nicolas Kauser became Executive Vice President-Chief
Technology Officer of the Company in May 1992. Prior to that he
served as Senior Vice President-Chief Technology Officer of the
Company since July 1990. From 1984 until he joined the Company,
Mr. Kauser served as Senior Vice President-Operations of Cantel,
Inc., Toronto, Canada. Prior to 1984 he was Founding Partner of
Telenca, a partnership dedicated to the installation of
telecommunications systems, and of Saeca, a partnership which
specialized in the field of office automation. Mr. Kauser is
also a member of the Association of Professional Engineers of
Ontario.
<PAGE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership of the Company's Common Stock
The following table sets forth, as of March 31, 1994, as to
each class of equity securities of the Company, all shares
beneficially owned by (i) owners of 5% or more of any such class,
(ii) directors of the Company, (iii) the executive officers of
the Company named in the Summary Compensation Table below and
(iv) all directors and executive officers as a group.
Amount and
Nature of
Name of Beneficial
Title of Beneficial Ownership Percent
Class Owner (Number of Shares) of Class
Class B Common Craig O. McCaw 47,340,377 (1)(2) 77.2%
Stock (1) BT USA 13,709,063 (3) 23.0%
John E. McCaw, Jr. 8,959,950 (1)(4) 15.0%
Keith W. McCaw 10,211,911 (1)(5) 17.1%
Bruce R. McCaw 10,866,573 (1)(6) 18.2%
Wayne M. Perry 2,000,808 (1)(7) 3.3%
John W. Stanton 269,913 (1)(8) *
Directors and
executive officers
as a group
(17 persons) 48,536,368 (1)(9) 77.6%
Class A Common Craig O. McCaw 16,240,230 (1)(2) 9.9%
Stock (1)(10) BT USA 35,859,199 (3) 22.0%
AT&T 14,479,638 9.7%
John E. McCaw, Jr. 9,013,200 (1)(4) 5.7%
Keith W. McCaw 10,213,461 (1)(5) 6.4%
Bruce R. McCaw 10,866,573 (1)(6) 6.8%
Wayne M. Perry 2,144,994 (1)(7) 1.4%
John W. Stanton 269,913 (1)(8) *
James L. Barksdale 110,000 (9) *
Harold S. Eastman 225,000 (9) *
Harold W. Andersen 4,000 (9) *
Daniel J. Evans 5,500 (9) *
Stuart M. Sloan 44,000 (9) *
John C. McDonald 2,300 (9) *
Tom A. Alberg 73,453 (9) *
Peter L.S. Currie 198,500 (9) *
Steven W. Hooper 712,977 (9) *
Directors and
executive officers
as a group
(17 persons) 50,249,101 (1)(9) 25.2%
_______________________
* Less than 1%
As Designated Party under the McCaw Shareholders Agreement,
Craig O. McCaw controls approximately 62% of the Company's
outstanding voting power. BT USA controls approximately 21% of
such voting power and the remainder is held by AT&T and the
public. See "Election of Directors--Nominees for Director."
The address of each holder of 5% or more of the Class B
Common Stock or the Class A Common Stock is the address of the
Company set forth earlier in this Proxy Statement, except for BT
USA, the address of which is 100 Park Avenue, 13th Floor, New
York, New York 10017 and AT&T, the address of which is 32 Avenue
of the Americas, New York, New York 10013.
(1) Craig, John, Keith and Bruce McCaw and certain members
of management are parties to the McCaw Shareholders
Agreement pursuant to which Craig O. McCaw is entitled
to vote all shares of the Company's Class B Common
Stock owned by the other parties thereto (a total of
32,055,947 shares of Class B Common Stock). The McCaw
brothers are also parties to the BT Shareholders
Agreement. See the description of such Agreements
under "Election of Directors" above. For the Class B
Common Stock, the numbers set forth above opposite
Craig O. McCaw include the Class B Common Stock
described in footnotes 2, 4, 5, 6, 7 and 8 below and
such other additional shares of Class B Common Stock
subject to the McCaw Shareholders Agreement and the
options to purchase Class B Common Stock described in
footnote 2 below, but not such options to acquire Class
B Common Stock described in footnote 7 or 9 or any
other options to acquire Class B Common Stock held by
other parties to the McCaw Shareholders Agreement.
They also do not include the Class B Common Stock held
by BT USA described in footnote 3 below, which Craig O.
McCaw, as Designated Party under the McCaw Shareholders
Agreement, is not entitled to vote. If all of the
foregoing shares of Class B Common Stock and options to
purchase Class B Common Stock were included, the total
would be 62,923,133 shares representing 99.5% of the
Class B Common Stock. For the Class A Common Stock,
the numbers set forth above opposite Craig O. McCaw
include the Class A Common Stock and Class B Common
Stock and the vested options to purchase Class A Common
Stock and Class B Common Stock held by Craig O. McCaw
described in footnote 2 below, but not such Class B
Common Stock or options to acquire Class B Common Stock
described in footnotes 4, 5, 6, 7 and 8 below or any
other shares of Class B Common Stock or options held by
parties to the McCaw Shareholders Agreement. They also
do not include the Class A Common Stock and options
held by BT USA described in footnote 3 below, which
Craig O. McCaw, as Designated Party, is not entitled to
vote. If all of the foregoing shares of Class B Common
Stock and Class A Common Stock and options to purchase
Class B Common Stock and Class A Common Stock were
included, the total would be 72,019,706 shares
representing 36.4% of such Class A Common Stock.
(2) Craig O. McCaw owns outright 13,608,896 shares of Class
B Common Stock and 400,000 shares of Class A Common
Stock and has options exercisable within 60 days to
purchase 1,610,289 shares of Class B Common Stock and
255,000 shares of Class A Common Stock. Includes
365,545 shares of Class B Common Stock and 500 shares
of Class A Common Stock held by The McCaw Foundation,
as to which Mr. McCaw maintains sole dispositive power.
(3) BT USA owns outright 13,709,063 shares of Class B
Common Stock and 22,140,136 shares of Class A Common
Stock and has options to purchase 10,000 shares of
Class A Common Stock. BT USA is a party to the BT
Shareholders Agreement. See the description of such
Agreement under "Election of Directors" above.
(4) John E. McCaw, Jr. owns outright 8,917,000 shares of
Class B Common Stock and 4,500 shares of Class A Common
Stock and has options exercisable within 60 days to
purchase 48,750 shares of Class A Common Stock.
Includes 32,950 shares of Class B Common Stock held in
trusts for the benefit of John E. McCaw, Jr.'s
children, of which trusts he is the sole trustee, and
10,000 shares of Class B Common Stock held by a
corporation wholly owned by him.
(5) Keith W. McCaw owns outright 10,159,096 shares of Class
B Common Stock. Includes 48,465 shares of Class B
Common Stock and 1,550 shares of Class A Common Stock
held by The McCaw Foundation, as to which Mr. McCaw
maintains sole dispositive power and 4,350 shares of
Class B Common Stock held in trusts for his children,
of which trusts he is the sole trustee.
(6) Bruce R. McCaw owns outright 10,671,258 shares of Class
B Common Stock. Includes 44,000 shares of Class B
Common Stock held in trusts for the benefit of John E.
McCaw, Jr.'s children, of which trusts he is a trustee,
55,800 shares of Class B Common stock held in the Keith
McCaw Family Trust, of which he is a trustee, and
95,515 shares of Class B Common Stock held by The McCaw
Foundation, as to which he maintains sole dispositive
power.
(7) Wayne M. Perry owns outright 1,194,699 shares of Class
B Common Stock and 2,936 shares of Class A Common Stock
and has options exercisable within 60 days to purchase
806,109 shares of Class B Common Stock and 141,250
shares of Class A Common Stock.
(8) John W. Stanton owns outright 249,913 shares of Class B
Common Stock. Includes 20,000 shares of Class B Common
Stock held in trust for the benefit of John W.
Stanton's child, of which trust Mr. Stanton is one of
the trustees and as to which he disclaims beneficial
ownership.
(9) Messrs. Barksdale, Eastman, Andersen, Evans, Sloan,
McDonald, Alberg, Currie and Hooper hold options
exercisable within 60 days to purchase 110,000,
225,000, 3000, 3000, 2000, 2000, 73,000 182,500 and
68,500 shares of Class A Common Stock, respectively.
Mr. Hooper also holds options exercisable within 60
days to purchase 389,882 shares of Class B Common Stock
and is trustee of a trust which holds 47,500 shares of
Class B Common Stock for the benefit of Mr. Perry's
family. Directors and executive officers as a group
hold options exercisable within 60 days to purchase
1,171,500 shares of Class A Common Stock and 2,806,280
shares of Class B Common Stock.
(10) Class B Common Stock is convertible into Class A Common
Stock. In calculating the percentages set forth above,
it is assumed that an individual's Class B Common Stock
and options to purchase Class B Common Stock are
converted to Class A Common Stock, but that no other
outstanding Class B Common Stock or options are so
converted.
Beneficial Ownership of Common Stock of the Company's
Subsidiaries
The following table sets forth, as of February 28, 1994, all
equity securities of the Company's subsidiaries beneficially
owned by (i) the directors of the Company, (ii) the executive
officers of the Company named in the Summary Compensation Table
below and (iii) all directors and executive officers of the
Company as a group.
Amount and
Nature of
Name of Beneficial
Title of Beneficial Ownership Percent
Class Owner (Number of Shares)(1) of Class
LIN Broadcasting Craig O. McCaw 45,000 *
Corporation Wayne M. Perry 30,000 *
Common Stock Tom A. Alberg 23,896 *
Directors and executive
officers as a group
(12 persons) 171,790 *
_____________________
* Less than 1%.
(1) Craig O. McCaw, Wayne M. Perry and Tom A. Alberg hold,
respectively, options exercisable within 60 days to purchase
45,000, 30,000 and 22,500 shares of LIN common stock. Directors
and executive officers as a group hold options exercisable within
60 days to purchase 155,970 shares of LIN Common Stock.<PAGE>
<PAGE>
<TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Company's Chief Executive
Officer and the four other most highly paid executive officers of the Company for the three fiscal
years ended December 31, 1993.
Summary Compensation Table
<CAPTION>
Other Securities
Name and Annual Underlying All Other
Principal Salary Compensation Options Compensation
Position Year ($)(1) Bonus ($) ($)(2) (#)(3) ($)(2)(4)
- -------- ---- ------- --------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Craig O. McCaw 1993 100,000 0 0 210,000 2,308
Chairman of the 1992 100,200 0 0 0 2,225
Board and Chief 1991 153,162 0 -- 210,000 --
Executive Officer
James L. Barksdale(5) 1993 525,000 400,000 -- 200,000 14,506
President and Chief 1992 500,200 300,000 70,293 340,000 4,167
Operating Officer 1991 96,354 100,000 -- 400,842 --
Tom A. Alberg 1993 235,000 200,000 0 0 12,517
Executive Vice 1992 225,200 150,000 0 0 10,912
President-Legal 1991 224,561 100,000 -- 0 --
and Corporate Affairs
and Secretary
Peter L.S. Currie 1993 200,000 120,000 0 20,000 5,961
Executive Vice 1992 180,065 120,000 0 90,000 6,249
President-Development 1991 149,815 100,000 -- 100,000 --
Steven W. Hooper 1993 215,000 200,000 0 50,000 6,482
Executive Vice 1992 200,200 75,000 0 50,000 5,288
President and Chief 1991 170,200 70,000 -- 35,000 --
Financial Officer
______________________
(1) Pursuant to an intercompany reimbursement program approved by LIN's independent directors,
LIN reimbursed the Company for a portion of each such officer's total compensation. Mr.
Alberg's salary, bonus and other compensation were paid by LIN. Pursuant to such
reimbursement program, the Company reimbursed LIN for a portion of Mr. Alberg's total
compensation.
(2) Disclosure for 1991 is not required by applicable federal regulations.
(3) In addition to the options shown, Mr. McCaw was granted options to purchase 90,000 shares of
LIN Common Stock by LIN in 1991 and Mr. Alberg was granted options to purchase 50,000,
50,000 and 40,000 shares of LIN Common Stock by LIN in 1993, 1992 and 1991, respectively.
(4) The amounts shown as "All Other Compensation" represent life and disability insurance
premium payments except for Messrs. Currie and Hooper whose amounts represent $4,497 and
$4,497, respectively, in 401(k) matching contributions and $1,464 and $1,985, respectively,
in life insurance and disability premium payments.
(5) Mr. Barksdale became an executive officer of the Company effective as of November 15, 1991.
The salary and bonus shown for 1991 are for a partial year's employment. Other annual
compensation received by Mr. Barksdale in 1992 represents a tax-equalization payment.
<PAGE>
<PAGE>
Options Grants in 1993
The following table provides information on option grants in fiscal 1993 to the named executive officers.
<CAPTION>
Percent
Number of of Total
Securities Options Market
Underlying Granted to Price
Options Employees Exercise on Grant
Granted in Fiscal Price Expiration Date
Name (#)(1) Year ($/Share) Date ($/Share) 5% 10%
- ---- ----------- ---------- ---------- ---------- --------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Craig O. McCaw(3) 210,000 7.8% 50.50 3/3/2004 50.00 6,669,428 16,901,639
Tom A. Alberg(3) 0 -- -- -- -- -- --
James L. Barksdale 200,000 7.5% 50.50 12/31/2003 50.50 6,351,836 16,096,799
Peter L.S. Currie 20,000 0.7% 50.50 12/31/2003 50.50 635,184 1,609,680
Steven W. Hooper 50,000 1.9% 50.50 12/31/2003 50.50 1,587,959 4,024,200
All Stockholders 7,006,656,099 17,756,242,277
Named Executive
Officers Gain as % of
all Stockholders Gain 0.22% 0.22%
__________________________
(1) All options granted to the named executive officers become exercisable in five annual installments beginning December 31,
1994, except that the option granted to Mr. McCaw becomes exercisable in five equal annual installments beginning March 3,
1995. The per share option exercise prices represent the fair market value of the Class A Common Stock on the date of grant.
The option term is ten years. The Compensation Committee may, in its sole discretion, accelerate vesting of outstanding
options in certain circumstances. See "--Employment Contracts and Change in Control Arrangements."
(2) The dollar amounts under these columns are the result of calculations at the 5% and 10% rates set by the Securities and
Exchange Commission and therefore are not intended to forecast possible future appreciation, if any, of the Company's stock
price.
(3) Mr. Alberg received an option to purchase 50,000 shares of LIN Common Stock at an exercise price of $110.50 per share which
will expire on December 31, 2003. The option becomes exercisable in five annual installments of 10%, 15%, 20%, 25% and 30%
beginning December 31, 1994. The per share option exercise price represents the fair market value of LIN's common stock on
the date of grant. In certain events of change of control of LIN, vested options at the time of the change of control may be
surrendered by officers of LIN who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, in exchange
for a cash payment by LIN. The option will vest (if not otherwise vested prior thereto pursuant to its terms) if Mr.
Alberg's employment with LIN is terminated under certain circumstances on or after the earlier of (i) the time the Company or
any affiliate consummates any acquisition of all or substantially all of the remaining shares of LIN's Common Stock or LIN is
otherwise sold, whether pursuant to the PMVG or otherwise and (ii) the closing of the Merger. The potential realizable
values at assumed annual rates of stock price appreciation of 5% and 10% are $3,474,643 and $8,805,427, respectively. This
option grant represents 10.6% of total options granted to LIN employees.
(4) Not meaningful.
<PAGE>
<PAGE>
Aggregated Option Exercises in 1993
and Fiscal Year-end Option Values
The following table provides information on option exercises in fiscal 1993 by the named executive officers and such
officers' unexercised options at December 31, 1993.
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Acquired Value Unexercised Options In-the-Money Options
on Exercise Realized at Fiscal Year End (#) at Fiscal Year-End ($)(2)
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Craig O. McCaw(3) 0 0 255,000 155,000 7,166,250 3,841,250
Tom A. Alberg(4) 40,000 1,186,875 73,000 52,000 1,702,500 1,032,500
James L. Barksdale 133,333 3,987,500 110,000 656,667 2,380,000 12,020,017
Peter L.S. Currie 40,000 1,512,500 182,500 87,500 3,395,000 1,260,000
Steven W. Hooper 0 0 68,500 111,000 1,547,650 1,200,125
- -----------------------
(1) This amount represents the aggregate of the market value of the Class A Common Stock at the time each option was
exercised, based on the closing price of the Class A Common Stock on the Nasdaq National Market on the date of exercise,
minus the exercise price for that option.
(2) This amount represents the aggregate of the number of options multiplied by the difference between the closing price of
the Class A Common Stock on the Nasdaq National Market on December 31, 1993 and the exercise price for that option.
(3) Mr. McCaw received options to purchase an additional 210,000 shares of Class A Common Stock on March 3, 1994. See "Option
Grants in 1993." At the end of 1993, Mr. McCaw had 45,000 and 45,000 LIN options which were exercisable and
unexercisable, respectively. The value of unexercised in-the-money options at the end of 1993 was $1,755,000 for
exercisable options and $1,755,000 for unexercisable options.
(4) During 1993, Mr. Alberg exercised 10,000 LIN options for a value realized of $400,000. At the end of 1993, Mr. Alberg had
22,500 and 107,500 LIN options which were exercisable and unexercisable, respectively. The value of unexercised in-the-
money options at the end of 1993 was $815,000 for exercisable options and $2,055,000 for unexercisable options.
</TABLE>
<PAGE>
<PAGE>
Arrangements Relating to the Proposed Merger with AT&T
General. The Company will be the surviving corporation in
the Merger and, following the Merger, will be a wholly owned
subsidiary of AT&T. It is currently anticipated that Mr. James
L. Barksdale, the Company's President and Chief Operating
Officer, will continue in such capacity, and AT&T and Mr.
Barksdale are discussing the terms of a possible employment
agreement. Mr. Craig O. McCaw, Chairman and Chief Executive
Officer of the Company, is expected to relinquish that position
and become a member of the AT&T Board.
In connection with the Merger, the Board of Directors of the
Company adopted the bonus and severance arrangements described
below to reward certain employees for sustained excellent work,
to provide incentives for such employees to continue to work with
the same sense of enthusiasm and desire to enhance stockholder
value until and after the closing of the Merger (the "Closing")
and to provide protection for such employees in the event that
their jobs should be substantially changed following the Closing.
The LIN Board of Directors adopted the bonus and severance
arrangements and provided for the accelerated vesting of LIN's
employee stock options described below for similar reasons as
well as to provide an incentive for LIN's employees to remain
with LIN through the completion of the transactions contemplated
by the Private Market Value Guarantee dated December 11, 1989
between the Company and LIN (the "PMVG").
Stock Options. At the Closing, each option issued pursuant
to the Company's stock option plans and then outstanding, whether
or not vested or exercisable, will be assumed by AT&T and will
constitute an option to acquire, on the same terms and conditions
as were applicable under such assumed Option, that number of AT&T
Common Shares equal to the product of the exchange ratio in the
Merger and the number of shares of Company Common Stock subject
to such Option, at a price per share equal to the aggregate
exercise price for the shares of Company Common Stock subject to
such Option divided by the number of full AT&T Common Shares
deemed to be purchasable pursuant to such Option; provided,
however, that (i) subject to the provisions described in clause
(ii) below, the number of AT&T Common Shares that may be
purchased upon exercise of such Option will not include any
fractional share and, upon the last exercise of such Option, a
cash payment will be made for any fractional share based upon the
average of the highest and lowest sale prices of AT&T Common
Shares as reported in the NYSE Composite Transactions on the date
of such exercise and (ii) in the case of any Option to which
Section 421 of the Internal Revenue Code of 1986, as amended,
applies by reason of its qualification under Section 422 or 423
of the Code, the Option price, the number of shares purchasable
pursuant to such Option and the terms and conditions of exercise
of such Option will be determined in order to comply with Section
424 of the Code.
The vesting of Options will not accelerate upon consummation
of the Merger, except that Options to purchase 273,334, 52,000
and 18,750 shares of Class A Common Stock held by James L.
Barksdale, Tom A. Alberg and Nicolas Kauser, respectively, will
vest pursuant to the provisions of their respective employment
contracts upon consummation of the Merger. In connection with
the Merger, LIN provided for the acceleration of vesting of
certain outstanding options to purchase shares of LIN common
stock issued pursuant to LIN's stock option plans. In the event
the Merger is consummated, options to purchase 45,000, 107,500
and 30,000 shares of LIN common stock held by Craig O. McCaw, Tom
A. Alberg and Wayne M. Perry, respectively, will vest (if not
otherwise vested prior thereto pursuant to their terms) at the
time the Company or any affiliate consummates any acquisition of
all or substantially all the remaining shares of LIN common stock
or LIN is otherwise sold, whether pursuant to the PMVG or
otherwise. In addition, options to purchase LIN common stock
held by the foregoing executive officers will vest (if not
otherwise vested prior thereto pursuant to their terms) if their
employment with LIN is terminated under certain circumstances on
or after the Closing.
Bonus Pools. In connection with the Merger, AT&T agreed to
the Company's establishment of an aggregate $113 million bonus
pool (the "McCaw Bonus Pool") for certain persons employed by the
Company and its subsidiaries as of August 15, 1993, conditioned
upon consummation of the Merger. The McCaw Bonus Pool was
designed both to reward employees for their contributions to the
Company and to encourage them to remain with the Company until
the Merger and thereafter and to continue to work to create
stockholder value for the combined companies with the same
enthusiasm as they have demonstrated prior to the Merger. Of the
total amount available under the McCaw Bonus Pool, $96 million
has been allocated. A committee consisting of Craig O. McCaw and
Wayne M. Perry (the "Committee") has determined the specific
bonus payable to each such employee other than themselves based
on the employee's compensation, overall contributions to the
Company, longevity with the Company and other factors considered
appropriate. The Compensation Committee of the Company's Board,
composed of independent directors of the Company, has determined
the bonuses payable to Messrs. McCaw and Perry based on their
contributions to the Company and their long associations with the
Company, and to encourage them to continue to make similar
contributions to the Company's business until the Merger and
thereafter. The remaining $17 million will be allocated by the
Committee prior to the Closing to eligible employees on the basis
of the same criteria described above. All bonuses payable to
executive officers will be payable in three installments (50% at
the Closing, 25% on the first anniversary of the Closing and 25%
on the second anniversary of the Closing), in each case to
persons who remain employed by the Company, AT&T or any of their
subsidiaries at such times (except as provided under the
Executive Plan, as hereinafter defined). The amount payable at
the Closing under the bonuses allocated to Messrs. McCaw, Perry,
Barksdale, Kauser and Hooper under the McCaw Bonus Pool are
$7,500,000, $2,500,000, $2,000,000, $1,250,000 and $1,100,000,
respectively. The amounts payable at the Closing under the
bonuses allocated to each of the Company's other executive
officers, Messrs. Alberg and Currie, are each less than
$1,100,000. Except as provided under the Executive Plan, the
remaining two installments of the bonus allocated to each such
officer, each such installment equal to 50% of the amount payable
to such officer at the Closing, are payable to such officer on
the first and second anniversaries of the Closing if he remains
employed by the Company, AT&T or any of their subsidiaries at
such times. In addition, each of the Company's executive
officers (other than Messrs. McCaw and Perry) remains eligible to
receive a portion of the remaining $17 million when it is
allocated.
In connection with the Merger, AT&T agreed to LIN's
establishment of an aggregate $7.75 million bonus pool (the "LIN
Bonus Pool" and, together with the McCaw Bonus Pool, the "Bonus
Pools") for certain persons employed by LIN and its subsidiaries
as of August 15, 1993, conditioned upon both consummation of the
Merger and the closing of any acquisition of all or substantially
all the remaining shares of LIN common stock by the Company or of
a sale of LIN (pursuant to the PMVG or otherwise) (the "LIN
Closing"). The other terms and conditions of the LIN Bonus Pool
are equivalent to the terms and conditions of the McCaw Bonus
Pool, except that, if the LIN Closing has not occurred by any of
the respective bonus payment dates, such bonus payments will not
be made until the date of the LIN Closing. No payment from the
LIN Bonus Pool has been allocated to an executive officer of the
Company, except for certain amounts to Mr. Alberg included in the
amounts described above.
Severance Arrangements. In connection with the Merger, AT&T
agreed to the Company's establishment of an Executive Separation
Plan (the "Executive Plan"). The Executive Plan provides
benefits in an aggregate amount not to exceed $35.5 million to
certain executives in the event that they are terminated (other
than for cause, as defined in the Executive Plan) on or after the
Closing or in the event that they terminate their employment
within six months following an adverse change in working
conditions (including a reduction in salary or bonus
opportunities in the absence of overall poor performance, a
material reduction in scope of responsibility, authority or other
conditions of employment, a notice that an executive's employment
location will be moved more than 40 miles or certain decreases in
executive perquisites or other employee benefits) on or after the
Closing. In accordance with the provisions of the Executive
Plan, the initial amount payable to each executive (the "Initial
Amount") has been determined by the Committee (or the
Compensation Committee of the Company's Board in the cases of
Messrs. McCaw and Perry) based on the factors utilized in
allocating the McCaw Bonus Pool. The Initial Amounts payable to
Messrs. McCaw, Perry, Barksdale, Currie and Hooper are
$5,000,000, $3,500,000, $1,300,000, $1,100,000 and $1,000,000,
respectively. The Initial Amounts payable to each of the
Company's other executive officers, Messrs. Alberg and Kauser,
are each less than $1,000,000. The amount payable under the
Executive Plan for each eligible executive will be the Initial
Amount if termination occurs on or after the date of Closing but
on or before February 28, 1995, 60% of the Initial Amount if
termination occurs after February 28, 1995 but on or before
February 28, 1996 and 25% of the Initial Amount if termination
occurs after February 28, 1996 but on or before February 28,
1997. No payments will be made under the Executive Plan for
terminations after February 28, 1997.
In addition to the amounts discussed above, executives
(including executives of LIN) would also receive any unpaid
installments under the Bonus Pools, unless terminated for
consistently poor performance documented by substantially
contemporaneous notices. In the event that any payment or
portion thereof under the Executive Plan, including any
accelerated bonus payment, would subject any executive to an
excise tax under Section 4999 of the Code, such executive would
be entitled to receive a tax gross-up payment to cover such
excise tax and related penalties and interest (including any
taxes payable in connection with the gross-up payment).
<PAGE>
<PAGE>
COMPENSATION COMMITTEE, STOCK OPTION COMMITTEE AND
SPECIAL OPTION COMMITTEE JOINT REPORT ON EXECUTIVE COMPENSATION
Overview and Philosophy
The Compensation Committee of the Board of Directors is
responsible for determining cash compensation for the Company's
executive officers, administering the Company's stock option
plans and granting stock options. Until May 1993, the Board of
Directors had a Compensation Committee to review and determine
cash compensation, a Stock Option, Stock Appreciation Right and
Restricted Stock Committee to administer the Company's stock
option plans and grant stock options to executive officers who
are not directors and a Special Option Committee to administer
the Company's stock option plans and grant stock options with
respect to executive officers who are also directors.
The Company's philosophy is to offer below-market annual
cash compensation to Company executives while providing
competitive total compensation packages through long-term
incentive awards in the form of stock options. The Company
believes that tying executive compensation primarily to the long-
term value of the Common Stock benefits the Company's
stockholders by aligning executives' financial interests with
stockholder value. In addition, the Company provides a larger
portion of the executives' annual cash compensation in the form
of bonus to provide further incentive to its executives to
improve Company performance.
Compensation payments in excess of $1 million to the Chief
Executive Officer or four other most highly compensated executive
officers are subject to a limitation on deductibility for the
Company under Section 162(m) of the Internal Revenue Code of
1986, as amended. Certain performance-based compensation is not
subject to the limitation on deductibility. The Company's stock
option plan qualifies for the performance-based exception to the
$1 million limitation on deductibility of compensation payments.
The Company has not determined what action, if any, it will take
with respect to cash compensation in 1994 in respect of Section
162(m).
Executive Officer Compensation
Base Salary
The Compensation Committee generally targets base salaries
for the Company's executive officers below those the Compensation
Committee believes the executives could earn from the Company's
competitors or other comparable opportunities, including the
companies appearing in the CRSP Index of Nasdaq
Telecommunications Stocks in the performance graph on page 18.
Because the Company's competitors are generally part of much
larger business entities, information regarding their
compensation structure is not publicly available and the
Compensation Committee relies on its general knowledge of market
conditions in judging comparable salaries.
Although its compensation decisions are not subject to
specific criteria, in determining executive salaries the
Compensation Committee also takes into account performance,
experience, salaries paid for positions with similar
responsibilities in the Company and individual preferences for
cash versus noncash compensation. Extraordinary performance in a
particular year is rewarded with annual and long-term incentive
compensation rather than large increases in base salaries. In
1993, base salaries generally accounted for approximately two-
thirds of the executive's total cash compensation.
Annual Incentive Compensation
The Compensation Committee considers bonus awards at the end
of each year based on performance during such year. The
Compensation Committee designs bonuses to reward personal
contributions to the success of the Company and provide a direct
financial incentive to executives to achieve the Company's goals
but does not generally base its determinations on specific
criteria. Bonuses for executive officers managing operations are
tied in part to the executives' performance in relation to
specific budgets for factors such as cash flow after marketing
expense, subscriber growth and subscriber churn. Bonuses for
executives managing operations in 1993 reflect the fact that the
Company attained or exceeded its goals in each of these three
areas. Operating personnel are also judged on their abilities to
provide a high level of customer satisfaction and to hire, train
and retain quality personnel. For other executives, the
Compensation Committee considers the overall quality of the
executives' performance, efforts on special projects during the
year (such as success in negotiations of acquisitions, joint
ventures and other transactions) and contributions to long-term
stockholder value.
Long-Term Incentive Compensation
Long-term incentive compensation is provided to the
Company's executives and key employees through the Company's
stock option program. The Compensation Committee considers stock
option grants at the end of each year. Options generally are
granted at the fair market value of the Class A Common Stock on
the date of grant although below-market options are sometimes
granted in lieu of sign-up bonuses to new employees or to
compensate for benefits forfeited when such employees left
previous employment. The objectives of the Company's stock
option grants are to retain key employees, instill loyalty and
encourage the generation of long-term value for the Company's
stockholders by aligning executive and stockholder interests.
The Committee considers the amount and value of options currently
held but focus primarily on the executives' past and likely
continued contribution (using substantially the same factors used
in determining bonus awards as described above) to the Company as
well as on the executives' relative position within the Company.
Although the Committee does not have a target ownership level for
Common Stock holdings by executives, the Committee's objectives
are to enable executives to develop and maintain a significant
long-term ownership position in the Common Stock. The Committee
also believes that the Company must utilize stock option grants
to increase the executives' equity stake in the Company, both on
an absolute basis and as a percentage of total equity, in order
to retain executives and other key personnel as new entrants to
the cellular industry create heightened competition for the
Company's employees.
Chief Executive Officer Compensation
Mr. McCaw founded the Company and has been the Chief
Executive Officer of the Company or its predecessors since their
formation. He served on the Compensation Committee since its
formation in 1989 until 1993. As of the Record Date, Mr. McCaw
owned shares and options representing 8.3% of the Common Stock
and controlled 63.1% of the Company's outstanding voting power.
Mr. McCaw's principal compensation for his efforts on behalf
of the Company and its other stockholders is the increased value
of his own equity stake in the Company. Mr. McCaw received
annual cash compensation from the Company and its subsidiaries of
$100,000 in 1993. His direct compensation from the Company
historically has been primarily long-term incentive compensation
in the form of stock option grants. Such grants have been based
upon his leadership in making broad policy decisions, direct
personal contributions to the Company's success and long-term
commitment to the Company. In recognition of the substantial
contributions to stockholder value in 1993 made by Mr. McCaw
through his conception and negotiation of the Merger with AT&T,
Mr. McCaw was awarded a stock option grant in early 1994 of
210,000 shares.
Compensation Committee
Harold W. Andersen
Stuart M. Sloan
Stock Option, Stock Appreciation
Right and Restricted Stock
Committee
Harold S. Eastman
Craig O. McCaw
Wayne M. Perry
Special Option Committee
Harold W. Andersen<PAGE>
<PAGE>
STOCK PRICE PERFORMANCE
The following graph compares the cumulative total return to
stockholders on the Class A Common Stock with the cumulative
total return of the Nasdaq Stock Market (US) Index and the Center
for Research in Security Prices ("CRSP") Index of Nasdaq
Telecommunications Stocks for the five-year period beginning
January 1, 1989.
Comparison of Cumulative Total Return Among
McCaw Cellular Communications, Inc.
Class A Common Stock, Nasdaq Stock Market (US) Index
and CRSP Index of
Nasdaq Telecommunications Stocks
(Fiscal Year Ending December 31)
McCaw Cellular
Communications, CRSP Index
Inc. Nasdaq of Nasdaq
Class A Stock Market Telecommunications
Common Stock (US) Index Stocks
--------------- ----------- ----------------
Dec. 31, 1988 $100.00 $100.00 $100.00
Dec. 31, 1989 $141.67 $121.24 $157.50
Dec. 31, 1990 $63.89 $102.96 $106.17
Dec. 31, 1991 $110.19 $165.21 $146.44
Dec. 31, 1992 $124.07 $192.10 $179.85
Dec. 31, 1993 $187.04 $219.21 $277.16
Assumes $100 invested January 1, 1989 in the Class A Common
Stock, Nasdaq Stock Market (U.S.) Index and CRSP Index of Nasdaq
Telecommunications Stocks, with all dividends reinvested.
Note: Stock price performance shown above for the Class A Common
Stock is historical and not necessarily indicative of future
price performance.
<PAGE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
Craig O. McCaw and Wayne M. Perry served on the Compensation
Committee until May 1993. Harold S. Eastman, Mr. McCaw and Mr.
Perry served on the Stock Option Committee until May 1993.
Mr. McCaw is an executive officer and director of the
Company. He is also an executive officer and director of LIN.
Mr. Perry is an executive officer and director of the
Company. He is also an executive officer and director and served
as a member of the Compensation Committee of LIN until November
1993.
Mr. Eastman was an executive officer of the Company from
June 1989 until April 1992 and is a director of the Company. He
is also a director and served as a member of the Compensation
Committee of LIN until November 1993.
Tom A. Alberg is an executive officer of the Company. He is
also an executive officer and director of LIN.
James L. Barksdale is an executive officer and director of
the Company. He is also a director of LIN.
Mr. Perry, who is an executive officer of the Company, is
also an executive officer and director of Iberia Cellular
Telephone Company, Inc. ("ICTC").
During 1993, the Company reimbursed out-of-pocket expenses
incurred in 1992 by Georgetown Management, Inc., whose principal
is Craig O. McCaw, Chairman and Chief Executive Officer of the
Company, in the amount of $500,082 in connection with aircraft
expenses and maintenance for a corporate aircraft used for
business purposes, office expenses and other related expenses.
Such reimbursement was based on an appraisal made by an
independent consultant as to the value of the services rendered
and an audit of all items presented for reimbursement and was
approved by the Board of Directors. The Company expects to make
a similar reimbursement in 1994 with respect to out-of-pocket
expenses incurred in 1993 by Georgetown Management, Inc.
On February 8, 1988 the Company entered into a definitive
merger agreement (the "MCC Merger Agreement") with McCaw
Communications Companies, Inc. ("MCC") which at that time was the
indirect parent of the Company. Pursuant to the terms of the MCC
Merger Agreement, MCC was merged into a wholly-owned subsidiary
of the Company. MCC's principal assets consisted of paging
businesses, mobile communications ventures, approximately $165
million in cash and 97 million shares of the Company's Class B
Common Stock. At the time of the merger, MCC had outstanding
certain options to purchase Class B Common Stock of MCC which
were issued pursuant to MCC's 1982 and 1983 stock option plans.
Pursuant to the terms of the MCC Merger Agreement, the Company in
the merger assumed and adopted such stock option plans and
converted the options to purchase Class B Common Stock of MCC
into the appropriate number of options to purchase Class B Common
Stock of the Company (at the same aggregate exercise price and
subject to the same terms and conditions), based on the exchange
ratio for MCC stock and Company stock. Certain of the options to
purchase Class B Common Stock issued by the Company in the merger
were exercised either last year or in the current year prior to
the Record Date by directors and executive officers and
additional such options remain outstanding. In particular,
Messrs. Craig O. McCaw, Wayne M. Perry and Steven W. Hooper
exercised options to purchase 200,000, 200,000 and 100,000 shares
respectively of such Class B Common Stock for an aggregate value
realized of $10,793,375, $10,802,375, and $5,068,500,
respectively. All of such options were granted by MCC before the
Company had completed its initial public offering. As of the end
of 1993, Messrs. McCaw and Hooper retained options, all of which
were vested, to purchase an additional 1,610,289 and 389,882
shares, respectively, of Class B Common Stock (all of which were
also granted prior to the time of the Company's initial public
offering) with a total value (assuming a market price at exercise
of $50.50 per share) of $77,632,033 and $18,796,209,
respectively.
During 1992, the Company, through several of its
subsidiaries, entered into a series of agreements with ICTC,
which holds the license to operate the A Block cellular system in
a rural service area adjacent to one of the Company's markets.
Wayne M. Perry is a stockholder of ICTC. The agreements involve
the purchase and financing of equipment for $244,000 plus taxes,
the financing of the construction and operation of ICTC's system
up to $1,537,000 (the balance outstanding at December 31, 1993
was $839,380), the lease of switch capacity, roamer coordination
and billing management by the Company of the construction and
certain aspects of the operation of ICTC's cellular system.
During the year ended December 31, 1993, ICTC has paid the
Company $189,447 for management and construction services and
$67,669 in interest on the loan. In addition, the Company paid
ICTC approximately $231,350 for provision of cellular service to
the Company's subscribers under roaming and revenue sharing
agreements and ICTC paid the Company approximately $21,040 for
similar services provided by the Company to ICTC subscribers.
All of such agreements and arrangements are on terms which the
Company believes are as favorable to it as would have been
obtained with an unrelated third party.
During 1992, the Company loaned amounts to James Barksdale,
the Company's President, to facilitate his move to Seattle. The
maximum principal amount outstanding during the 1993 fiscal year
was $250,000. The loan was paid in full during 1993. The loan
was non-interest bearing.
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
Employment Contracts. James L. Barksdale, Tom A. Alberg and
Peter L.S. Currie have separate agreements with the Company
pursuant to which the Company has made various arrangements
regarding compensation and benefits, including minimum base
salaries of $500,000, $225,000 and $130,000 respectively, and
other benefits, including stock option grants. When such
agreements have resulted in actual cash payments to or for the
benefit of such individuals during the last three fiscal years,
they have been included in the Summary Compensation Table as
required by applicable regulations. Options granted are included
in the disclosures concerning stock options herein. None of such
agreements provides for the granting of any stock options which
have not already been granted and reflected in the disclosures
concerning stock options herein. Mr. Barksdale's agreement also
provides that in the event of his disability or a change in
control of the Company (including through the proposed merger
with AT&T), each stock option provided for in his agreement not
previously vested (totalling 353,334 shares as of the date
hereof) will be fully vested. Mr. Barksdale's agreement also
includes his agreement not to compete with the Company and not to
solicit any of its employees during the term of his employment
and for three years thereafter. Mr. Alberg's agreement also
provides that if the Company is sold (including through the
proposed merger with AT&T), each stock option provided for in his
agreement not previously vested (totalling 52,000 shares as of
the date hereof) will be fully vested as of the closing of the
sale. None of such agreements contains any other material terms
nor do they contain any specific term of employment.
Stock Option Plans. The Company's Amended and Restated
Equity Purchase Program, Amended and Restated 1987 Stock Option
Plan and Amended and Restated 1983 Non-Qualified Stock Option
Plan give the Committees the discretion to accelerate vesting of
stock options and stock appreciation rights outstanding under
those plans, and to eliminate the restrictions on restricted
stock granted pursuant to the Amended and Restated Equity
Purchase Program, prior to the occurrence of a merger,
consolidation, acquisition, liquidation or dissolution of the
Company.<PAGE>
<PAGE>
CERTAIN TRANSACTIONS
On February 23, 1993, AT&T purchased approximately 14.5
million newly issued shares of the Company's Class A Common Stock
at $27.625 per share for a total price of $400 million. The
Company entered into the Merger Agreement with AT&T on August
16, 1993. At a meeting held on March 25, 1994, the Stockholders
of the Company approved the Merger. Closing of the Merger is
subject to the receipt of necessary governmental approvals, not
all of which have been received. Either the Company or AT&T may
terminate the Merger Agreement if the Merger has not occurred by
September 30, 1994.
The Company and AT&T regularly engage in transactions,
including the purchase by the Company of long distance services
from AT&T, purchase of cellular equipment by the Company from
AT&T, the sale and distribution by the Company of AT&T's cellular
phones and the provision of engineering, marketing, billing and
other similar services by AT&T to certain of the Company's
subsidiaries. During 1993, the Company and its majority owned
subsidiaries paid AT&T approximately $104.6 million for such
services and assets. AT&T also purchased cellular airtime. The
amount paid to McCaw and its majority owned subsidiaries during
1993 for such service was approximately $1.3 million. Each of
such transactions to date was entered into on the basis of arm's-
length negotiations and the Company believes that the terms and
conditions of such agreements are substantially the same as would
be available from any other third party.
AT&T also provides credit to the Company and provides
guarantees to banks lending money to certain of the Company's
subsidiaries. At December 31, 1993, the Company owed AT&T
approximately $21.1 million under these credit agreements,
including the guaranteed bank debt. During 1993, the Company
made principal and interest payments of approximately $17.7
million to AT&T. On February 8, 1994, pursuant to the provisions
of the Merger Agreement, the Company and AT&T entered into a
credit agreement under which $350 million is available. As of
March 31, 1994, $73.5 million was outstanding. Amounts
outstanding are due and payable two years after the earlier of
(i) the closing under the Merger Agreement or (ii) the
termination of the Merger Agreement.
During 1992, Claircom Communications Group, L.P.
("Claircom"), a wholly owned subsidiary of the Company, and AT&T
entered into a five year contract under which Claircom provides
air-to-ground access to AT&T and AT&T provides switching
services, interconnection to the landline system, billing and
collection and operator services to end-users. Calls are
processed and routed to their ultimate destination through an
AT&T switch. Claircom provides service in the air-to-ground
market under the terms of a tariff filed with the Federal
Communications Commission ("FCC") which became effective in
January 1993. The tariff contains certain rates for air-to-
ground access paid by AT&T to Claircom. During 1993, Claircom
earned approximately $2.4 million for such services provided to
AT&T and paid AT&T a total of $93,000. Both payments by end-
users to AT&T and payments by AT&T to Claircom are subject to FCC
tariff procedures.
The Company will continue to engage in transactions with
AT&T in the future, both of the same nature as those already
entered into and possibly other types of transactions as well.
The Company expects that each of those transactions will be
determined on the basis of arm's-length negotiations and the
terms thereof will be as favorable to the Company as would have
been obtained in negotiations with any other third party.
The Company, through several of its subsidiaries, entered
into agreements with affiliates of BT USA, a significant
stockholder of the Company, to provide engineering and technical
services associated with the development and implementation of
packet data and digital cellular service. The total amount paid
to BT during 1993 for the above services was approximately
$255,913.
Certain of the Company's 50% or less controlled subsidiaries
have entered into similar transactions with AT&T and BT USA as
described above. Each of such transactions was entered into on
the basis of arm's-length negotiations, and the Company believes
that the terms and conditions of such agreements are
substantially the same as would be available from any other third
party.
During 1992, the Company pursued an opportunity to obtain an
ownership interest in the Hong Kong cellular market in
partnership with John Stanton, a director of the Company. As a
result, Mr. Stanton holds a 10% ownership interest in the
Company's interest. During 1993, the Company advanced certain
capital contributions to SmarTone Limited on behalf of Mr.
Stanton in the amount of $388,730, which were reimbursed to the
Company prior to December 31, 1993. In addition, Mr. Stanton
reimbursed the Company $80,000 for his pro rata share of costs
the Company incurred in securing its ownership interest in
SmarTone.
John Stanton, a director of the Company, is chairman and
controlling partner of MARKETS Cellular L.P. dba Pacific
Northwest Cellular ("PNC"). During 1992 and 1993, the Company
and several of its subsidiaries entered into a series of
agreements with PNC to provide services to six of PNC's markets
servicing rural service areas ("RSAs") located in Oregon, Idaho
and Colorado. Services provided include leasing switch capacity,
roamer coordination and billing, cell site maintenance and
revenue sharing. The majority of the agreements have five-year
terms with options to renew. The total amount paid by PNC under
these agreements during 1993 was approximately $387,400. This
amount represents payment for 1993 services plus payment for
certain services to be rendered over the term of the agreements.
During 1992, PNC purchased test equipment from the Company, at
the Company's cost, for $25,600. The equipment was paid for
during 1993. In addition, the Company paid PNC approximately
$2,820,000 for providing cellular service to the Company's
subscribers under roaming and revenue-sharing agreements and PNC
paid the Company approximately $501,100 for similar services
provided by the Company to PNC subscribers. The Company has
entered into negotiations with PNC to cause the licensee in
Pueblo, Colorado, of which the Company owns 87.85%, to trade 100%
of its assets for PNC's 100% interest in the licensee in the WA-7
and OR-2 RSAs, with certain cash adjustments regarding equipment
and debt to be made at closing. In a related transaction, the
Company would sell to PNC a portion of the its cellular license
(and related assets) for the MN-3 RSA for approximately $678,000
in cash. The Company anticipates that a formal agreement will be
reached during the second quarter of 1994. All of such
agreements between PNC and the Company are on terms which the
Company believes are as favorable to it as would have been
obtained with an unrelated third party.
John Stanton, a director of the Company, is the Chairman of
the Board and Chief Executive Officer of General Cellular
Corporation ("GCC"). GCC owns and operates cellular systems
throughout the country. During 1993, the Company paid GCC
approximately $2,537,700 for providing cellular service to the
Company's subscribers under roaming agreements, and GCC paid the
Company approximately $812,800 for similar services provided by
the Company to GCC subscribers.
In April 1993, the Company completed a transaction with GCC
by trading an 18.30% interest in the A Block licensee in Sioux
Falls, South Dakota for a 10.51% and 11.47% interest in the A
Block licensees in Pueblo, Colorado and Pine Bluff, Arkansas,
respectively. In September 1993, the Company entered into an
agreement with GCC to exchange GCC's 100% interest in the assets
of the Chico, California A Block licensee for 100% of the assets
of the Abilene, Texas A Block licensee and $16.65 million worth
of other cellular assets to be identified. GCC subsequently
identified the A Block licensee's assets of the RSAs of TX-3 and
TX-8. The Company is currently in the process of acquiring the
assets that will be traded for Chico. In addition, the Company
received an option to purchase a 100% interest in the assets of
the Lawton, Oklahoma A Block licensee for $7.3 million, which the
Company has exercised. If GCC cannot deliver a 100% interest,
the purchase price will be adjusted accordingly. All of such
agreements between GCC and the Company are on terms which the
Company believes are as favorable to it as would have been
obtained with an unrelated third party.
Messrs. Craig O. McCaw, Wayne M. Perry, Harold S. Eastman
and James L. Barksdale have entered into certain transactions
with the Company. See "Compensation Committee Interlocks and
Insider Participation."<PAGE>
<PAGE>
SECTION 16 COMPLIANCE
Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting
persons that no Form 5s were required for those persons, the
Company believes that, for the period beginning January 1, 1993
and ending December 31, 1993, all filing requirements applicable
to its officers, directors and greater than 10% beneficial owners
were complied with except that: Messrs. Richard Begert, Richard
G. Bryan, Kerry Larson, Jeffrey C. Lyman, Andrew A. Quartner,
Robert A. Ratliffe and R. Gerard Salemme and Ms. Maggie
Wilderotter failed to file a monthly report on Form 4 but each
did report their transactions on their year-end Form 5. The
Forms 5 for Messrs. Daniel J. Evans and John C. McDonald were
filed late.
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen & Co. audited the Company's
financial statements for the years ended December 31, 1988
through 1993 and has been the Company's independent public
accountants since December 11, 1990. The Board ratified such
engagement on December 19, 1990.
The Board of Directors has selected the firm of Arthur
Andersen & Co. as independent public accountants for the Company
for the year ending December 31, 1994. Although not required to
be voted upon by the Stockholders, the Board of Directors deems
it appropriate for the selection to be submitted for ratification
by the Stockholders. The persons named in the accompanying proxy
will vote the Common Stock represented by the proxy for
ratification of the selection of Arthur Andersen & Co., unless a
contrary choice has been specified in the proxy. If the
Stockholders do not ratify the selection of Arthur Andersen & Co.
by a majority vote, the selection of independent public
accountants will be considered by the Board of Directors,
although the Board of Directors would not be required to select
different independent public accountants for the Company. The
Board of Directors retains the power to select another firm as
independent public accountants for the Company to replace a firm
whose selection was ratified by the Stockholders in the event the
Board of Directors determines that the best interest of the
Company warrants a change of its independent public accountants.
A representative of Arthur Andersen & Co. is expected to be
present at the Annual Meeting and will have the opportunity to
make a statement if he or she desires to do so. Such
representative is expected to be available to respond to
appropriate questions.
The Board of Directors has unanimously approved the
appointment of Arthur Andersen & Co. as independent public
accountants for the Company for 1994 and recommends a vote "FOR"
approval of the appointment.
PROXY SOLICITATION
Proxies are being solicited by and on behalf of the Board of
Directors. All expenses of this solicitation, including the cost
of preparing and mailing this Proxy Statement, will be borne by
the Company. In addition to solicitation by use of the mails,
proxies may be solicited by directors, officers and employees of
the Company in person or by telephone, telegram or other means of
communication. Such directors, officers, and employees will not
be additionally compensated, but may be reimbursed for out-of-
pocket expenses, in connection with such solicitation.
Arrangements will also be made with custodians, nominees and
fiduciaries for forwarding proxy solicitation material to
beneficial owners of Common Stock held of record by such persons,
and the Company may reimburse such custodians, nominees and
fiduciaries for reasonable expenses incurred in connection
therewith. The Company has retained the services of Georgeson &
Company, Inc. for a fee of $5,500, plus expenses, to assist in
the solicitation of proxies from brokerage houses, banks and
other custodians or nominees holding shares of Common Stock in
their names for others.
STOCKHOLDER PROPOSALS
Proposals of Stockholders intended to be presented at the
1995 Annual Meeting of Stockholders must be received by the
Company at its principal executive offices by December 19, 1994
to be considered for inclusion in the Proxy Statement and Form of
Proxy relating to the 1995 Annual Meeting of Stockholders.
OTHER MATTERS
The Board of Directors knows of no matters to be presented
at the Annual Meeting other than those described in this Proxy
Statement. Other business may properly come before the Annual
Meeting, and in that event the persons named in the enclosed
Proxy will vote on those matters in accordance with their best
judgment.
The Company's Annual Report to Stockholders, which includes
the Company's audited financial statements for the year ended
December 31, 1993, is being mailed concurrently herewith to all
Stockholders of record.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
By order of the Board of Directors
TOM A. ALBERG
--------------------------------
TOM A. ALBERG
Secretary
Kirkland, Washington
April 18, 1994
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
McCAW CELLULAR COMMUNICATIONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Craig O. McCaw, Wayne M. Perry and John E. McCaw, Jr.
as Proxies, each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote as designated below, all the shares of common stock of McCaw
Cellular Communications, Inc. held of record by the undersigned on March 31, 1994 at the
annual meeting of stockholders to be held on May 20, 1994 or any adjournment thereof.
<C> <S>
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees listed below __
contrary below) ___
Craig O. McCaw, Wayne M. Perry, James L. Barksdale, John E. McCaw, Jr., Bruce R. McCaw,
Stuart M. Sloan, Harold S. Eastman, Harold W. Andersen, Daniel J. Evans,
John C. McDonald, Malcolm Argent and Bruce R. Bond
(INSTRUCTION: To withhold authority to vote for any individual nominee write that
nominee's name on the space provided below)
__________________________________________________________________
2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN & CO. as the independent public
accountants of the Company for the year ending December 31, 1994
FOR ___ AGAINST ___ ABSTAIN ___
<PAGE>
<PAGE>
In their discretion, the Proxies are authorized to vote upon such other business as
may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this proxy will be voted FOR all
nominees listed above and FOR Proposal 2.
NOTE: Please mark, sign, date and return the
proxy card promptly using the enclosed
envelope.
DATED: _________________________, 1994
______________________________________________
Signature
______________________________________________
Signature if held jointly
Please sign exactly as name appears below. When
shares are held by joint tenants both should sign.
When signing as attorney, executor, administrator,
trustee or guardian please give full title as
such. If a corporation please sign in full
corporate name by President or other authorized
officer. If a partnership please sign in
partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
