<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[_] Definitive Additional Materials Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Atlantic Tele-Network, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE>
ATLANTIC TELE-NETWORK, INC.
CHASE FINANCIAL CENTER
P.O. BOX 1730
ST. CROIX, U.S. VIRGIN ISLANDS 00821
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 30, 1997
April 17, 1997
To the Stockholders of
Atlantic Tele-Network, Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders of
Atlantic Tele-Network, Inc., a Delaware corporation (the "Company"), which
will be held at the Buccaneer Hotel, Beach Meeting Room, St. Croix, U.S.
Virgin Islands on Wednesday, April 30, 1997, at 10:00 A.M., for the following
purposes:
1. To elect six directors of the Company to hold office until the next
annual meeting of stockholders and until their respective successors are
elected and qualified;
2. To act upon a proposal to ratify the selection of Deloitte & Touche as
independent public accountants for the Company for the fiscal year ending
December 31, 1997; and
3. To transact any other business that may properly come before the
meeting or any adjournment or postponement thereof.
Stockholders of record at the close of business on April 16, 1997 will be
entitled to vote at the meeting. During the ten days prior to the meeting, a
list of such stockholders will be available for inspection at the offices of
The Bank of New York, 101 Barclay Street, New York, New York 10286.
Whether or not you expect to attend the meeting, please complete, date and
sign the enclosed proxy card and mail it promptly in the enclosed postage
prepaid envelope.
By Order of the Board of Directors
Jeffrey J. Prosser
Secretary
<PAGE>
ATLANTIC TELE-NETWORK, INC.
CHASE FINANCIAL CENTER
P.O. BOX 1730
ST. CROIX, U.S. VIRGIN ISLANDS 00821
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Directors for use
at the Annual Meeting of Stockholders of Atlantic Tele-Network, Inc., a
Delaware corporation (the "Company"), to be held on April 30, 1997 at 10:00
a.m. for the purposes set forth in the accompanying Notice of Annual Meeting,
or at any adjournment thereof. It may be revoked, by written notice or by
furnishing a proxy subsequent in time, at any time prior to its use. All
shares represented at the meeting by properly executed proxies will be voted
as specified and, unless otherwise specified, will be voted FOR the election
of the nominees set forth herein under "Election of Directors" and FOR
ratification of the selection of Deloitte & Touche as independent public
accountants for the fiscal year ending December 31, 1997.
Only stockholders of record at the close of business on April 16, 1997 will
be entitled to vote at the meeting. On that date, 12,272,500 shares of common
stock, par value $.01 per share (the "Common Stock"), were outstanding, each
such share of stock having one vote.
Other than the election of directors, which requires a plurality of the
votes cast, each matter to be submitted to the stockholders requires the
affirmative vote of a majority of the votes cast at the meeting. Votes will be
tabulated by inspectors of election appointed by the Company's Board of
Directors. Except for quorum purposes, abstentions and votes withheld will
have no legal effect.
This Proxy Statement, the attached Notice of Annual Meeting and the enclosed
proxy card are first being mailed to stockholders of the Company on or about
April 18, 1997.
The Company will bear the cost of this solicitation of proxies. Proxies may
be solicited by mail, personal interview, telephone and telegraph by
directors, officers and employees of the Company and its subsidiaries without
receiving additional compensation. Upon request, the Company will also
reimburse brokers and others holding stock in their names, or in the names of
nominees, for forwarding proxy materials to their principals.
<PAGE>
SECURITY OWNERSHIP OF 5% OR GREATER
The following table lists the beneficial ownership of each person or group
who, as of March 31, 1997, owned, to the Company's knowledge, more than five
percent of the Company's Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP SECURITY
------------------- -------------------- ----------
<S> <C> <C>
Cornelius B. Prior, Jr....................... 3,693,400(1)(2) 30.09%
Jeffrey J. Prosser........................... 3,067,250(3) 24.99%
Chancellor L.G.T. Asset Management, Inc...... 743,800(4) 6.06%
</TABLE>
- --------
(1) Includes 300 shares owned by Mr. Prior's children, as to which Mr. Prior
disclaims beneficial ownership. Also includes 500 shares owned by Gertrude
Prior, Mr. Prior's wife, as to which Mr. Prior disclaims beneficial
ownership.
(2) Includes 348,564 shares held by the 1994 Prior Charitable Remainder Trust
as to which Mr. Prior is the sole Trustee.
(3) Includes 56,000 shares owned by Mr. Prosser's children, as to which Mr.
Prosser disclaims beneficial ownership.
(4) Based on information as of December 31, 1996, contained in a Schedule 13G
Statement filed with the Securities and Exchange Commission.
I.ELECTION OF DIRECTORS
Six directors are to be elected at the meeting to hold office until the next
annual meeting of stockholders and until their respective successors are
elected and qualified. It is the intention of the persons named in the
accompanying proxy to vote FOR the election of the nominees listed below, all
of whom are currently members of your Board of Directors. It is not expected
that any of the nominees will become unavailable for election as a director,
but, if any nominee should become unavailable prior to the meeting, proxies
will be voted for such persons as the Company's Board of Directors shall
recommend.
The nominees, and certain information supplied by them to the Company, are
as follows:
NOMINEES TO THE BOARD OF DIRECTORS:
Cornelius B. Prior, Jr.
Jeffrey J. Prosser
John P. Raynor
Andrew F. Lane
Robert A.R. Maclennan
Sir Shridath S. Ramphal
Pursuant to a Stockholders Agreement among Mr. Prosser, Mr. Prior and the
Company (which was terminated in February, 1997 and is no longer in effect),
Mr. Raynor and Sir Shridath Ramphal were originally nominated to serve on the
Board of Directors by Mr. Prosser, and Messrs. Lane and Maclennan were
originally nominated to serve on the Board of Directors by Mr. Prior. All of
the nominees have been unanimously approved by the Board of Directors.
CORNELIUS B. PRIOR, JR., 63, has been Co-Chief Executive Officer and
President of the Company since June 1987, when the Company acquired the Virgin
Islands Telephone Corporation, a wholly-owned subsidiary of the Company
("Vitelco"). He was Chairman of the Board of Vitelco from June 1987 to March
1997 and became Chairman of the Board of Guyana Telephone and Telegraph
Company Limited, a subsidiary of the Company, which is owned 80% by the
Company and 20% by the Government of Guyana ("GT&T"), in April 1997. From 1980
until June 1987, Mr. Prior was a managing director and stockholder of Kidder,
Peabody & Co. Incorporated, where he directed the Telecommunications Finance
Group.
2
<PAGE>
JEFFREY J. PROSSER, 40, has been Chairman of the Board, Co-Chief Executive
Officer and Secretary of the Company since June 1987. He was the Chairman of
the Board of GT&T from January 1991 to April 1997 and was President of Vitelco
from June 1987 through February 1992. He became Chairman of the Board of
Vitelco in April 1997. From 1980 until 1987, Mr. Prosser was a managing
shareholder of Prosser & Prosser, P.C. ("Prosser & Prosser"), an accounting
firm.
JOHN P. RAYNOR, 46, has been a director of the Company since June 1987. From
March 1, 1982 to March 31, 1987, Mr. Raynor was a partner of Schumacher &
Gilroy, a law firm located in Omaha, Nebraska. Since April 1, 1987, Mr. Raynor
has been a partner of Raynor, Rensch & Pfeiffer (or its predecessors), a law
firm located in Omaha, Nebraska.
ANDREW F. LANE, 62, has been a director of the Company since February 1,
1992. Mr. Lane has practiced law in Boston, Massachusetts for more than the
past five years and was a partner in the law firm of Warner and Stackpole from
1991 to May 1996.
ROBERT A.R. MACLENNAN, 60, has been a director of the Company since February
1, 1992. He has been a member of the British Parliament since 1966. Mr.
Maclennan is the President of the Liberal Democrat party and the party's
spokesman in the House of Commons on the National Heritage, Art, Broadcasting
and the Constitution. From 1981 through 1989, he was European counsel to the
New York law firm, Proskauer, Rose, Goetz & Mendelsohn.
SIR SHRIDATH S. RAMPHAL, 68, has been a director of the Company since
February 1, 1992. An international consultant, he has been chancellor of the
University of Warwick (United Kingdom) and chancellor of the University of the
West Indies since 1989. He is also currently co-chairman of the international
commission on Global Governance and chairman of the Leadership for
Environmental and Developmental (LEAD) Programs. He was president of the
International Union for the Conservation of Nature from December 1990 to
January 1994, chairman of the West Indian Commission from July 1990 to
February 1993, and chancellor of the University of Guyana from 1988 to 1992.
He was secretary-general of the British Commonwealth from 1975 to 1990. A
native of Guyana, Sir Shridath served as Guyana's attorney general and
minister of Foreign Affairs from 1965 to 1975.
ADDITIONAL INFORMATION RELATING TO THE BOARD OF DIRECTORS
During 1996, there was one meeting of the Board of Directors. All directors
of the Company attended that meeting.
Mr. Andrew Lane, Sir Shridath Ramphal and Mr. John Raynor are the current
members of the Audit Committee. The Audit Committee held no meetings during
1996, and one Audit Committee meeting has been held thus far in 1997. The
primary function of the Audit Committee is to give general advice to the Board
of Directors and the officers in matters relating to the audits of the records
of account of the Company and its subsidiaries. The Committee reviews the
performance and scope of the audit and non-audit services provided by the
independent public accountants during the fiscal year.
The Board does not have a standing compensation or nominating committee or
any other committee performing similar functions.
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership, to the best of the
Company's knowledge, of the Company's Common Stock by the directors and
executive officers of the Company as of March 31, 1997:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME BENEFICIAL OWNERSHIP SECURITY
---- -------------------- ----------
<S> <C> <C>
Cornelius B. Prior, Jr...................... 3,693,400(1) 30.09%
Jeffrey J. Prosser.......................... 3,067,250(2) 24.99%
Andrew F. Lane.............................. -- 0
Robert A.R. Maclennan....................... -- 0
Sir Shridath S. Ramphal..................... -- 0
John P. Raynor.............................. -- 0
James E. Kean............................... 906(3) *
James J. Heying............................. 11,057(3) *
Craig A. Knock.............................. 1,000 *
Sharon Smalls............................... 453(3) *
David L. Sharp.............................. 2,454(3) *
Thomas R. Minnich........................... -- 0
All Directors and Executive Officers of the
Company as a Group (12 Persons)............ 6,776,520 55.22%
</TABLE>
- --------
* Less than 1%.
(1) Includes 300 shares owned by Mr. Prior's children, as to which Mr. Prior
disclaims beneficial ownership, and 348,564 shares held by the 1994 Prior
Charitable Remainder Trust of which Mr. Prior is the sole Trustee. Also
includes 500 shares owned by Gertrude Prior, Mr. Prior's wife, as to which
Mr. Prior disclaims beneficial ownership.
(2) Includes 56,000 shares owned by Mr. Prosser's children, as to which Mr.
Prosser disclaims beneficial ownership.
(3) All of the shares owned by Mr. Kean and Ms. Smalls, 937 of the shares
owned by Mr. Heying and 554 of the shares owned by Mr. Sharp are allocated
to them as participants in the Company's Employees' Stock Ownership Plan.
4
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the individual
compensation information for the President and Co-Chief Executive Officer, the
Chairman of the Board and Co-Chief Executive Officer and the four other most
highly compensated executive officers during 1996 for all services rendered in
all capacities to the Company and its subsidiaries:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
---------------
ALL OTHER
NAME AND PRINCIPAL POSITION SALARY(a) BONUS COMPENSATION(b)
--------------------------- --------- ----- ---------------
<S> <C> <C> <C> <C>
Cornelius B. Prior, Jr.
President and Co-Chief Executive Of- 1996 250,667 4,750
ficer 1995 250,667 4,620
1994 250,667 4,607
Jeffrey J. Prosser
Chairman of the Board and Co-Chief 1996 250,667 --
Executive 1995 250,667 --
Officer 1994 250,665 --
Thomas R. Minnich 1996 195,825 --
General Manager GT&T 1995 46,321(c) --
1994 -- --
James J. Heying
Chief Operating Officer and Vice 1996 188,673 4,750
President 1995 237,142 4,620
1994 155,672 4,607
James E. Kean 1996 174,672 4,750
Executive Vice President--Operations 1995 186,384 4,620
1994 158,172 4,607
David L. Sharp 1996 173,067 4,750
President of Vitelco 1995 173,066 4,620
1994 181,521 4,607
</TABLE>
- --------
(a) Includes salary deferrals under the Company's 401(k) profit sharing plan
(the "401(k) Plan").
(b) Consists of Company matching contributions under the 401(k) Plan.
(c) Reflects salary of Mr. Minnich from July 1995, when Mr. Minnich joined the
Company, through December 31, 1995.
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of the Company's Common Stock.
Directors, officers and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, during the Company's fiscal year ended
December 31, 1996, all Section 16(a) filing requirements as well as all
National Association of Securities Dealers Automated Quotation System filing
requirements applicable to its directors, officers and ten-percent
stockholders have been complied with. Four Form 4s with respect to four
transactions involving the disposition of 500,000 shares by Mr. Prosser in
1996 were filed late, and five Form 4s with respect to ten transactions
relating to 51,500 shares purchased in 1995 and 1996 by unaffiliated
independent investment advisors for the benefit of Mr. Prosser's adult and
minor children were recently filed. In making these statements, the Company
has relied upon written representations of its directors, officers and ten-
percent stockholders and copies of reports they have filed with the SEC.
5
<PAGE>
BENEFIT PLANS
Defined Benefit Pension Plan and Trust Agreement. The Company has a Defined
Benefit Plan and Trust Agreement (the "Pension Plan") which covers all
employees of the Company and its subsidiaries, except GT&T, who are not
members of a collective bargaining unit and who have attained age 21 and have
completed one year of service. Pension costs are borne by the Company and
determined annually on an actuarial basis, with contributions made
accordingly. Estimated annual benefit levels under the Pension Plan, as of
January 1, 1997, based on earnings and years of service at retirement are as
follows:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE AT RETIREMENT
--------------------------------------
REMUNERATION 15 20 25 30 35
------------ ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
125,000 32,130 42,840 53,550 64,260 74,970
150,000 38,880 51,840 64,050 77,760 90,720
175,000 45,630 60,840 76,050 91,260 106,470
200,000 52,380 69,840 87,300 104,760 122,220
225,000 59,130 78,840 98,550 118,260 137,970
250,000 65,880 87,840 109,800 131,760 153,720
275,000 72,630 96,840 121,050 145,260 169,470
300,000 79,380 150,840 132,300 158,760 185,220
325,000 86,130 114,840 143,550 172,260 200,970
350,000 92,880 123,840 154,800 185,760 216,720
375,000 99,630 132,840 166,050 199,260 232,470
</TABLE>
- --------
Benefits payable under the Pension Plan are based on the average of a
participant's highest five years of annual compensation during the last ten
years of employment prior to retirement. The compensation covered by the plan
for the named executive officers is generally the amount reported in the
"Salary" column of the Summary Compensation Table.
The basis on which the above benefits are computed is a straight-life
annuity and the amounts shown in the table are net of a deduction for Social
Security benefits payable and benefits payable under the ITT Plan (as defined
below). The benefit levels include additional amounts payable to Messrs. Prior
and Prosser, pursuant to employment agreements which provide supplemental
annual pension benefits, as described in the following paragraph. The credited
years of service under the Pension Plan as of December 31, 1996, are as
follows: Messrs. Prior--nine years; Prosser--nine years; Kean--28 years;
Heying--six years; Sharp--15 years. Mr. Minnich does not participate in the
Pension Plan.
Prior to June 24, 1987, Vitelco was owned by ITT Corporation ("ITT"). With
respect to participants in the Pension Plan who participated in the Retirement
Plan for Salaried Employees of ITT (the "ITT Plan") prior to the acquisition
of Vitelco by ATN-VI, such participants' credited years of service under the
ITT Plan are included in calculating their years of service under the Pension
Plan. However, benefits payable to such participant under the Pension Plan are
offset by the accrued benefits payable under the terms of the ITT Plan.
Messrs. Prior and Prosser are entitled, under employment agreements with ATN-
VI in effect from June 1987 to June 1990, to supplemental annual pension
benefits equal to the difference between the amount, if any, which they
actually receive under the Pension Plan and the amount which they would have
received, under the Pension Plan benefit formula currently in effect as
described above, had all compensation paid to them by the Company or any of
its subsidiaries been considered compensation for purposes of the Pension Plan
and, in Mr. Prior's case, had he been an employee covered by the Pension Plan
since June 1982. These supplemental pension benefits are fully vested.
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION
The Board of Directors does not have a Compensation Committee or other
committee performing a similar function. The Board of Directors did not review
the compensation of executive officers for fiscal year 1996.
6
<PAGE>
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company are paid an annual fee of
$30,000 plus $2,500 for each meeting of the Board of Directors they attend.
CERTAIN TRANSACTIONS
The law firm of Raynor, Rensch & Pfeiffer has from time to time performed
legal services for the Company, for which it has received its customary fees.
John P. Raynor, a director of the Company, is a partner in this firm. In 1996,
Raynor, Rensch & Pfeiffer was paid $533,000 for such legal services.
The Company has from time to time consulted with Global Partners regarding
possible acquisitions. Sir Shridath S. Ramphal, a director of the Company, is
a partner of Global Partners.
In March 1996, the Company acquired an option from an independent third
party to acquire various rights to a license granted by the Federal
Communications Commission after public auction to provide multi-channel,
multi-point distribution service in the U.S. Virgin Islands, and the Company
began planning to offer wireless distribution of television programming under
such license. On or about July 31, 1996, the Board of Directors concluded that
this project did not constitute an appropriate investment of ATN's efforts and
resources, and Mr. Prior purchased all of ATN's rights to the license and the
project for approximately $1.2 million plus an assumption of certain ongoing
obligations of the Company in the project. The purchase price approximated the
aggregate amount spent by the Company in the project. The purchase price is
evidenced by a promissory note of Mr. Prior, which bears interest at the prime
rate and is currently due to mature upon the closing of the split-up of the
Company into two separate public companies, one controlled by Mr. Prior and
one by Mr. Prosser, which was publicly announced in January 1997. The note is
partially secured by a 9.58% note of the Company to Mr. Prior in the unpaid
principal amount of $222,000, which becomes due and payable on the same date.
7
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock (assuming reinvestment of dividends) from January 1,
1992 through December 31, 1996 with the cumulative total return of the Standard
& Poor's 500 Index and the cumulative total return of the common stocks of a
peer group of companies consisting of Alliance Communications, Frontier
Corporation, Cincinnati Bell, Inc. and Southern New England Telecommunications
Corporation:
ATLANTIC TELE-NETWORK, INC.
COMPARISON OF FIVE-YEAR COMULATIVE TOTAL RETURN
[GRAPHIC]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Atlantic Tele-Network, Inc. ... $100.00 $ 96.04 $ 58.57 $ 35.19 $ 44.44 $ 62.68
Peer Group Index .............. $100.00 $109.90 $124.65 $118.58 $178.35 $209.60
S&P 500 ....................... $100.00 $107.61 $118.41 $120.01 $164.95 $202.72
</TABLE>
II. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Audit Committee of the Board of Directors and the Board of Directors have
recommended the employment of Deloitte & Touche as independent accountants of
the Company for 1997. The firm has served as the Company's independent
accountants since the year ended December 31, 1988. The firm has no direct or
indirect financial interests in the Company or any of its parents or
subsidiaries. Representatives of the firm are expected to be present at the
Annual Meeting with an opportunity to make a statement if they desire to do so
and to be available to respond to appropriate questions.
Your Board of Directors recommends a vote FOR the proposal to ratify the
selection of Deloitte & Touche.
8
<PAGE>
III. STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
All suggestions from stockholders are given careful attention. Proposals
intended for consideration at next year's Annual Meeting of Stockholders
should be sent to the Company's Secretary at Chase Financial Center, P.O. Box
1730, St. Croix, U.S. Virgin Islands 00821 and must be received by December
29, 1997. Such proposals may be included in next year's proxy materials if
they comply with certain rules and regulations promulgated by the SEC.
IV. OTHER MATTERS
While management knows of no other issues, if any other matters properly
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote the proxy in accordance with their judgment on such
matters.
By Order of the Board of Directors
Jeffrey J. Prosser
Secretary
April 17, 1997
9
<PAGE>
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees [_] WITHHOLD AUTHORITY to vote [_] EXCEPTIONS* (as marked [_]
listed below for all nominees listed below to the contrary below)
Cornelius B. Prior, Jr., Jeffrey J. Prosser, John P. Raynor, Andrew F. Lane, Robert A. R. Maclennan and Sir Shridath Ramphal.
INSTRUCTION: To withhold authority to vote for any individual nominees mark the "Exceptions" box and write that nominee's
name on the space provided below.
*EXCEPTIONS_____________________________________________________________________________________________________________________
2. Approval of Deloitte & Touche as independent accountants. FOR [_] AGAINST [_] ABSTAIN [_]
- -----------------------------------------------------------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
Change of Address and/or [_]
Comments Mark Here
Please sign exactly as your name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
Dated:__________________________, 1997
_____________________________________
Signature
_____________________________________
Signature
Votes MUST be indicated [X]
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope. (X) in Black or Blue ink.
</TABLE>
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ATLANTIC TELE-NETWORK, INC.
PROXY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby authorizes Cornelius B. Prior, Jr., Jeffrey J.
Prosser and Craig A. Knock, or any of them, with full power of substitution, to
represent the undersigned and to vote all Common Stock of ATLANTIC TELE-NETWORK,
INC. which the undersigned would be entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on April 30, 1997, and at any adjournment
thereof, as indicated and in their discretion upon other matters as may properly
come before the meeting.
You are encouraged to specify your choices by marking the appropriate
boxes. SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote
in accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign and return this card. The Board of Directors
recommends a vote FOR proposals 1 and 2.
Please sign on the reverse side of this card and return it promptly in the
enclosed return envelope to The Bank of New York, Proxy Department, New York, NY
10203-0029.
ATLANTIC TELE-NETWORK, INC.
P.O. BOX 11381
NEW YORK, N.Y. 10203-0383
(Continued, and to be signed and dated, on reverse side.)
