ATLANTIC TELE NETWORK INC /DE, DEF 14A, 1998-04-27

ATLANTIC TELE NETWORK INC /DE
DEF 14A, 1998-04-27
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-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)(1)
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:

.......................................................

ATLANTIC TELE-NETWORK, INC.
19 ESTATE THOMAS
HAVENSIGHT
P.O. BOX 12030
ST. THOMAS, U.S. VIRGIN ISLANDS 00801

------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 1998

------------------

April 23, 1998

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 boardroom of the American Stock Exchange, 86 Trinity Place, New
York, New York, on Monday, May 18, 1998, at 10:30 A.M., for the following
purposes:

1. To elect four directors of the Company to hold office until the
next annual meeting of stockholders and until their respective
successors are elected and qualified; and

2. 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 22, 1998 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
CRAIG A. KNOCK
CRAIG A. KNOCK
Secretary

ATLANTIC TELE-NETWORK, INC.
19 ESTATE THOMAS
HAVENSIGHT
P.O. BOX 12030
ST. THOMAS, U.S. VIRGIN ISLANDS 00801

---------------------------------
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 May 18, 1998 at 10:30 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'.

Only stockholders of record at the close of business on April 22, 1998 will
be entitled to vote at the meeting. On that date, 4,909,000 shares of common
stock, par value $.01 per share (the 'Common Stock'), were outstanding, each
such share of stock having one vote.

The election of directors requires a plurality of the votes cast. Any other
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 24, 1998.

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.

SECURITY OWNERSHIP OF 5% OR GREATER

The following table lists the beneficial ownership of each person or group
who, as of March 31, 1998, 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. ...................................................... 2,807,040(1) 57.18%
19 Estate Thomas
Havensight
P.O. Box 12030
St. Thomas, U.S. Virgin Islands 00801
Chancellor L.G.T. Asset
Management, Inc. ........................................................... 251,320(2) 5.12%
50 California, 27th Floor
San Francisco, CA 94111
</TABLE>

(footnotes on next page)

(footnotes from previous page)

(1) Includes 120 shares owned by Mr. Prior's children, as to which Mr. Prior
disclaims beneficial ownership. Also includes 200 shares owned by Gertrude
Prior, Mr. Prior's wife, as to which Mr. Prior disclaims beneficial
ownership.
(2) Based on information as of December 31, 1997, contained in a Schedule 13G
Statement filed with the Securities and Exchange Commission.

ELECTION OF DIRECTORS

Four 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. 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:

Ernst A. Burri
James B. Ellis
Cornelius B. Prior, Jr.
Henry U. Wheatley

All of the nominees have been unanimously approved by the Board of
Directors.

ERNST A. BURRI, 54, retired as president of CODETEL, the leading
telecommunications carrier in the Dominican Republic and a subsidiary of GTE
Corporation, on December 31, 1997. Mr. Burri served in GTE Corporation for 25
years in many domestic and international assignments and was president of
CODETEL since January 1991. He is currently an independent consultant and
President of the Board of Directors of Consortium Ecoenergetico Dominicano,
S.A., a corporation involved in energy projects in the Dominican Republic.

JAMES B. ELLIS, 58, has been President and Treasurer of MLB Resources,
Inc., an investment, real estate and construction firm, since 1987. Prior to
1993, Mr. Ellis was an executive of SBC Communications Inc. (formerly known as
Southwestern Bell), a telecommunications firm based in the United States. From
1962 until 1993, Mr. Ellis worked in the telecommunications business, primarily
at Southwestern Bell, where he was President of SBC Communications-Oklahoma
Division from 1992 to 1993. Mr. Ellis has been a director of the Company since
December 30, 1997.

CORNELIUS B. PRIOR, JR., 64, has been Chief Executive Officer and Chairman
of the Board of the Company since December 30, 1997. From June 30, 1987 to
December 1997 he was Co-Chief Executive Officer and President of the Company. He
was Chairman of the Board of the Virgin Islands Telephone Corporation
('Vitelco'), which was then a subsidiary of the Company, from June 1987 to March
1997 and became Chairman of the Board of Guyana Telephone and Telegraph Company
Limited ('GT&T'), a subsidiary of the Company, 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.

HENRY U. WHEATLEY, 66, has been a director of Vitelco since 1994. Since
1973 he has been the President of Wheatley Realty Corporation, where he manages
the development of shopping centers. Mr. Wheatley is also Chairman of the Board
of Coral World (Virgin Islands), Inc., and has been vice president and trustee
of Islands Resources Foundation since 1972. Mr. Wheatley has been a director of
the Company since December 30, 1997.

ADDITIONAL INFORMATION RELATING TO THE BOARD OF DIRECTORS

During 1997, there were three meetings of the Board of Directors.

During 1997 the Company's Audit Committee held one meeting. The primary
function of that Committee was 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 subsidiary and to review the performance and scope of the
audit and non-audit services provided by the independent public accountants
during the fiscal year. In February 1998 the Board constituted Andrew Lane and
James B. Ellis as its Audit and Compensation Committee. The primary functions of
this committee include those of the former Audit Committee and to advise the
Board on the compensation of its senior management. The Audit and Compensation
Committee has held one meeting thus far in 1998.

The Board does not have a standing nominating committee or any other
committee performing similar functions.

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, 1998:

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME BENEFICIAL OWNERSHIP SECURITY
- -------------------------------------------------------------------- -------------------- ----------

<S> <C> <C>
Ernst A. Burri...................................................... -- 0
James B. Ellis...................................................... -- 0
H. William Humphrey................................................. -- 0
Craig A. Knock...................................................... 5,000 *
Cornelius B. Prior, Jr.............................................. 2,807,040 57.18%
Henry U. Wheatley................................................... 3,000 *
All Directors and Executive Officers of the Company as a Group (5
Persons).......................................................... 2,815,040 57.34%
</TABLE>

- ------------

* Less than 1%.

COMPENSATION OF EXECUTIVE OFFICERS

The following Summary Compensation Table sets forth the compensation paid
by the Company for the last three fiscal years to the Chief Executive Officer of
the Company, the former Co-Chief Executive Officer of the Company, each other
current executive officer who earned more than $100,000 in 1997 and two former
executive officers, 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. ......................................... 1997 $ 250,000 $50,000 $ 4,750
Chairman of the Board and 1996 250,667 4,750
Chief Executive Officer 1995 250,667 4,620

Craig A. Knock .................................................. 1997 120,000 100,000 4,750
Chief Financial Officer, 1996 120,000 4,750
Secretary and Treasurer 1995 162,664 4,620

Jeffrey J. Prosser(c) ........................................... 1997 250,000 --
Chairman of the Board and 1996 250,667 --
Co-Chief Executive Officer 1995 250,667 --

Thomas R. Minnich(d) ............................................ 1997 218,349 --
General Manager, GT&T 1996 195,825 --
1995 46,321(e) --

James J. Heying(f) .............................................. 1997 188,000 4,750
Chief Operating Officer and 1996 188,673 4,750
Vice President 1995 237,142 4,620
</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.

(d) Mr. Minnich resigned as General Manager of GT&T in December, 1997.

(e) Reflects salary of Mr. Minnich from July 1995, when Mr. Minnich joined the
Company, through December 31, 1995.

(f) Mr. Heying resigned as Chief Operating Officer and Vice President in
December 1997.

------------------------

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, 1997, all Section 16(a) filing requirements as well as all American
Stock Exchange filing requirements applicable to its directors, officers and
ten-percent stockholders have been complied with. One Form 4 with respect to
several transactions relating to the

acquisition of 5,500 shares and the disposition of 4,750 shares by Mr. Prosser,
and one Form 5 with respect to twelve transactions relating to the acquisition
of 251,000 shares and the disposition of 200,000 shares by Mr. Prosser, all in
1997, were filed late. 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.

BENEFIT PLANS

Prior to the split-up transaction, Company employees were covered by the
Atlantic Tele-Network, Inc. Defined Benefit Plan for Salaried Employees;
however, as of the consummation of the split-up transaction, all obligations for
that plan were assumed by Emerging Communications, Inc. ('ECI'). Effective in
1998, the Company provides a Simplified Employee Pension Plan, commonly know as
SEP-IRA, for its employees. The plan provides for contribution percentages of 0%
to 15% of compensation, up to a maximum contribution of $24,000 per participant.
The Company makes all SEP-IRA contributions, with the same percentage of
compensation contributed for each employee, up to the limit noted above.

AUDIT AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Audit and Compensation Committee was appointed on February 2, 1998 at
the first meeting of the Board following the restructuring of the Company which
was consummated December 30, 1997. For 1998, the Committee has reviewed only the
compensation of the Company's chief executive officer, Cornelius B. Prior, Jr.
In future years, the Committee expects to review the compensation of other
senior management of the Company as well.

In reviewing Mr. Prior's compensation, the Committee considered:

(i) the compensation earned by officers of other telephone and
telecommunications companies;

(ii) officer compensation at other public companies of similar size to
the Company; and

(iii) Mr. Prior's success in negotiating the restructuring of the
Company and in preparing the Company and GT&T for the independence that was
achieved on December 30, 1997.

After taking into account these factors, the Committee recommended to the
board that Mr. Prior receive a bonus of $50,000 for 1997 and a salary of
$350,000 for 1998.

Audit and Compensation Committee:
J. B. Ellis, Chairman
Andrew Lane

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

On December 30, 1997, the division of the Company into two separate
publicly-owned companies was approved at a Special Meeting of stockholders. One,
a new company, ECI, contains all of the Company's telephone operations in the
U.S. Virgin Islands and was spun off to Jeffrey J. Prosser and the public
stockholders of the Company. The other, the Company, continues to own GT&T and
is controlled by Cornelius B. Prior, Jr.

In the split-up transaction, holders of Company Common Stock (other than
Cornelius B. Prior, Jr. and Jeffrey J. Prosser) received one share of ECI Common
Stock and 0.4 shares of Company Common Stock for each share of Company Common
Stock held. Mr. Prosser received 5,704,231 shares (52%) of ECI Common Stock in
exchange for 3,325,000 shares of Company Common Stock, and Mr. Prior and a trust
of which he is the trustee received 2,807,040 shares (57%) of Company Common
Stock and $17.4 million in cash for 3,692,600 shares of Company Common Stock
held by them prior to the transaction.

The law firm of Raynor, Rensch & Pfeiffer from time to time prior to
December 31, 1997 performed legal services for the Company, for which it
received its customary fees. John P. Raynor, who resigned as a director of the
Company on December 30, 1997, is a partner in this firm. In 1997, Raynor, Rensch
& Pfeiffer was paid $479,000 for such legal services.

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 US 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 was evidenced by a
promissory note of Mr. Prior, and such note was partially secured by a 9.58%
note of the Company to Mr. Prior in the unpaid principal amount of $222,000. As
a condition to the consummation of the split-up transaction, Mr. Prior was
required to repay the unpaid balance of his note and all amounts owing by his
private wireless cable television business to Vitelcom, Inc., a Virgin Islands
corporation and a subsidiary of Atlantic Tele-Network Co., as of the close of
the split-up transaction. On December 30, 1997, Mr. Prior paid $1,060,000 and
$68,600 to the Company and Vitelcom, Inc., respectively, in payment of such
debts.

In March 1998, the Company received information that Jeffrey J. Prosser
consummated seven non-exempt dispositions of Common Stock of the Company in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended
(the 'Exchange Act') during the period from 1995 through 1997. As a result, Mr.
Prosser was obligated to pay to the Company $72,375 in the aggregate under
Section 16(b) pursuant to these non-exempt transactions. On April 17, 1998, Mr.
Prosser paid $72,375 in payment of such obligation.

PERFORMANCE GRAPH

The graph set forth below compares the cumulative total stockholder return
on the Company's Common Stock from December 31, 1992 through December 31, 1997
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 Aliant Communications, Inc., Frontier Corporation, ALLTEL
Corporation, Cincinnati Bell, Inc. and Southern New England Telecommunications
Corporation (the 'Peer Group Index'). The comparative date assumes $100.00 was
invested on December 31, 1992 in the Common Stock and in each of the indices
referred to above and assumes that dividends, if any, were reinvested.

Atlantic Tele-Network, Inc.
Comparison of Five-Year Cumulative Total Return

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
------- ------- ------- ------- ------- -------

<S> <C> <C> <C> <C> <C> <C>
Atlantic Tele-Network, Inc............................ $100.00 $ 60.99 $ 36.64 $ 46.27 $ 65.27 $ 52.85
Peer Group Index...................................... $100.00 $123.74 $121.62 $170.77 $196.75 $247.76
S&P 500............................................... $100.00 $110.08 $111.53 $153.45 $188.68 $251.63
</TABLE>

On December 30, 1997, the Company was split into two separate public
companies. One, ECI, contains all of the Company's telephone operations in the
U.S. Virgin Islands. The other, the Company, continues all of the Company's
operations in Guyana. The foregoing graph reflects the performance of the
Company's Common Stock as it existed before the split-up.

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. Deloitte & Touche served as the Company's independent public
accountants for 1997. Representatives from that firm will be present at the
Annual Meeting of Stockholders, will be given the opportunity to make a
statement if they so desire, and will be available to respond to any appropriate
questions. The Company has not selected auditors for the current year. The Board
of Directors will make such selection later in the year.

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 19 Estate Thomas, Havensight, P.O. Box
12030, St. Thomas, U.S. Virgin Islands 00801 and must be received by December
29, 1998. Such proposals may be included in next year's proxy materials if they
comply with certain rules and regulations promulgated by the SEC.

By Order of the Board of Directors
CRAIG A. KNOCK
CRAIG A. KNOCK
Secretary

April 23, 1998

APPENDIX 1
PROXY CARD

ATLANTIC TELE-NETWORK, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 1998

The undersigned hereby appoints Cornelius B. Prior, Jr. and Craig Knock,
and each of them as Proxies, with full power of substitution, and hereby
authorizes them to represent and to vote, as directed below, all shares of
Common Stock of Atlantic Tele-Network, Inc. held of record by the undersigned on
April 22, 1998, at the Annual Meeting of Stockholders to be held on May 18, 1998
or any adjournments thereof, according to the number of votes the undersigned
would be entitled to vote if personally present, on the election of Directors
set forth below and in accordance with their discretion on any other matters
that may properly come before the meeting or any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice and Proxy Statement, dated
April 23, 1998, and the Annual Report to Stockholders for 1997.

(Continued on reverse side)

ATLANTIC TELE-NETWORK, INC.
P.O. BOX 11085
NEW YORK, N.Y. 10203-0085

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:

<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS. FOR all nominees [X] WITHOLD AUTHORITY to vote [X] EXCEPTIONS* (as marked [X]
listed below for all nominees listed below to the contrary below)
</TABLE>

Ernst A. Burri, James B. Ellis, Cornelius B. Prior, Jr. and Henry Wheatley
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE MARK THE
'EXCEPTIONS' BOX AND WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.

*EXCEPTIONS__________________________________________________________________

THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1.

Change of Address and/or [X]
Comments Mark Here

Please sign exactly as your name appears on this Proxy. If acting as
executor, administrator, trustee, guardian, etc., you should so indicate
when signing. If a corporation, please sign in the full corporate name, by
duly authorized officer. If a partnership, please sign the full partnership
name by authorized person. If shares are held jointly, each stockholder
named should sign.

Dated:___________________________________,1998

_________________________________________
Signature

Votes MUST be indicated [X]

(x) in Black or Blue Ink.

PLEASE FILL IN DATE, SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE IS REQUIRED IF RETURNED IN THE ACCOMPANYING ENVELOPE AND MAILED IN
THE UNITED STATES.