<PAGE> 1
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Saga Communications, Inc.
(Name of Registrant as Specified In Its Charter)
Saga Communications, Inc.
(Name of Person(s) Filing Proxy Statement)
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:
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<PAGE> 2
SAGA COMMUNICATIONS, INC.
73 KERCHEVAL AVENUE
GROSSE POINTE FARMS, MICHIGAN 48236
NOTICE OF SPECIAL MEETING
DECEMBER 16, 1997
To the Stockholders of
Saga Communications, Inc.
Notice is hereby given that a Special Meeting of the Stockholders of Saga
Communications, Inc. (the "Corporation"), will be held at the Georgian Inn,
31327 Gratiot, Roseville, Michigan, on Tuesday, December 16, 1997 at 10:00 A.M.,
Eastern Daylight Time, for the following purposes:
(1) To approve the adoption of an amendment to the Restated
Certificate of Incorporation to increase the authorized Class A Common
Stock from 15,000,000 shares to 35,000,000 shares and the authorized Class
B Common Stock from 1,500,000 shares to 3,500,000 shares.
(2) To approve an amendment to the Saga Communications, Inc. 1992
Stock Option Plan to increase the number of shares of Class A and Class B
Common Stock that may be issued pursuant to the Plan by 682,031 and
150,000, respectively.
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
By Order of the Board of Directors,
MARCIA LOBAITO
Secretary
November 14, 1997
Mailed at Boston, Massachusetts
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT AS PROMPTLY
AS POSSIBLE. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, THE PROXY WILL NOT BE
USED.
<PAGE> 3
SAGA COMMUNICATIONS, INC.
73 KERCHEVAL AVENUE
GROSSE POINTE FARMS, MICHIGAN 48236
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 16, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies to be used at a Special Meeting of Stockholders of Saga Communications,
Inc. (the "Corporation") to be held on December 16, 1997 and at any adjournment
thereof, for the purposes set forth in the accompanying notice of such meeting.
All stockholders of record of the Corporation's Common Stock at the close of
business on November 7, 1997 will be entitled to vote. The stock transfer books
will not be closed.
Proxies in the form enclosed are solicited on behalf of the Board of
Directors. Any stockholder giving a proxy in such form has the power to revoke
it at any time before it is exercised by filing a later proxy with the
Corporation, by attending the meeting and voting in person, or by notifying the
Corporation of the revocation in writing to its President at 73 Kercheval
Avenue, Grosse Pointe Farms, Michigan 48236. Any such proxy, if received in time
for the voting and not revoked, will be voted at the Special Meeting in
accordance with the directions of the stockholder. Any proxy which fails to
specify a choice with respect to any matter to be acted upon will be voted for
the election of each nominee for director and in favor of each proposal to be
acted upon.
As of November 7, 1997, the Corporation had outstanding and entitled to
vote 8,947,256 shares of Class A Common Stock and 1,208,510 shares of Class B
Common Stock (the Class A and Class B Common Stock collectively, the "Common
Stock"). Each share of Class A Common Stock entitles the holder thereof to one
vote on the matters to be voted upon at the Special Meeting and each share of
Class B Common Stock entitles the holder thereof to ten votes on the matters to
be voted upon at the Special Meeting. All holders of Common Stock vote together
as one class. Abstentions and broker non-votes will be counted in determining if
a quorum is present. Abstentions may be specified on all proposals and will be
counted as present for purposes of the item on which the abstention is noted.
Abstentions will have the same legal effect as a vote against such matter. Under
the rules of the American Stock Exchange, brokers holding shares in street name
have the authority to vote on certain matters when they have not received
instructions from the beneficial owners. Brokers that do not receive
instructions are permitted to vote on the amendment of the Restated Certificate
of Incorporation and the amendment of the stock option plan. As a result, broker
non-votes will have no effect on the outcome of the amendment of the Restated
Certificate of Incorporation and the amendment of the stock option plan.
The holders of a majority of the issued and outstanding shares of Common
Stock entitled to vote, present in person or represented by proxy, shall
constitute a quorum for the transaction of business. In the absence of a quorum,
the Special Meeting may be postponed from time to time until stockholders
holding the requisite amount are present or represented by proxy.
The approximate date on which the Proxy Statement and accompanying proxy
card will first be mailed to the stockholders of the Corporation is November 14,
1997.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 7, 1997, certain information
concerning the ownership of shares of Common Stock by (i) each person or group
who is known by the Corporation to own beneficially more than five percent of
the issued and outstanding Common Stock, (ii) each director of the Corporation,
(iii) the Corporation's Chief Executive Officer and the other most highly
compensated executive officers whose salary and bonus exceeded $100,000 for the
Corporation's last fiscal year, and (iv) all directors and executive officers as
a group. Except as otherwise indicated, each person named has sole investment
and voting power with respect to the securities shown.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF CLASS
--------------------------- -----------------------
NAME CLASS A CLASS B CLASS A CLASS B
- -------------------------------------------------- --------- --------- ----------- -------
<S> <C> <C> <C> <C>
Wellington Management Company..................... 564,607(1) -- 6.3% --
75 State Street
Boston, MA 02109
T. Rowe Price Associates, Inc..................... 860,000(2) -- 9.6% --
T. Rowe Price Small Cap Value Fund, Inc........... 820,312(2) -- 9.2% --
100 E. Pratt Street
Baltimore, MD 21202
Ronald Baron...................................... 3,654,647(3) -- 40.8% --
767 Fifth Avenue
New York, NY 10153
Edward K. Christian............................... 51,248(4) 1,208,510(5) * 100%
Jonathan Firestone................................ 10,156 -- * --
Joseph P. Misiewicz............................... 511(6) -- * --
Gary Stevens...................................... -0- -- -- --
Donald Alt........................................ -0- -- -- --
Kristin Allen..................................... -0- -- -- --
Steven J. Goldstein............................... 199,091(4) -- 2.2% --
Norman L. McKee................................... 54,929(4) -- * --
All directors and executive officers as a group... 325,882(4) 1,208,510(5) 3.6% 100%
</TABLE>
- ---------------
(1) According to its Form 13G on file with the Securities and Exchange
Commission ("SEC"), Wellington Management Company has sole and shared voting
power with respect to 0 and 290,701 shares, respectively, and shared
dispositive power as to 564,607 shares.
(2) According to their joint Schedule 13G on file with the SEC, T. Rowe Price
Associates, Inc. and T. Rowe Price Small Cap Value Fund, Inc. have sole
voting power with respect to 39,687 and 820,312 shares, respectively, no
shared voting power, have sole dispositive power with respect to 860,000 and
0 shares, respectively, and have no shared dispositive power.
(3) According to their joint Form 13D on file with the SEC, Mr. Baron, Baron
Capital Group, Inc. ("BCG"), Baron Capital, Inc. ("BCI"), and Baron Capital
Management, Inc. ("BCM") have sole voting and dispositive power with respect
to 477,500 shares, and Mr. Baron, BCG, BCI, BAMCO, Inc., BCM and Baron Asset
Fund have shared voting and dispositive power with respect to 3,177,147
shares, 3,177,147 shares, 589,747 shares, 2,587,400 shares, 589,747 shares,
and 2,312,400 shares, respectively.
(4) Includes the following shares of Class A Common Stock reserved for issuance
upon exercise of stock options outstanding pursuant to the Corporation's
1992 Stock Option Plan: Mr. Christian, 51,248 shares, Mr. Goldstein, 145,194
shares; Mr. McKee, 0 shares; and all directors and executive officers as a
group, 206,154 shares.
(5) Includes 1,208,510 shares of Class B Common Stock pledged to the Corporation
to secure a note to the Corporation.
(6) Mr. Misiewicz has shared voting power with his son as to 153 of these
shares.
* Less than 1%.
2
<PAGE> 5
COMPENSATION OF DIRECTORS AND OFFICERS
DIRECTORS COMPENSATION
Under the Corporation's 1997 Non-Employee Directors Stock Option Plan,
options are granted annually to the directors who are not employees in lieu of
their directors' retainer for the previous year. Options are granted to purchase
that number of shares of the Corporation's Class A Common Stock equal to the
amount of the retainer (which is equal to $4,000 plus $1,000 for each Board or
committee meeting attended in person and $200 for each telephone meeting
attended) divided by the fair market value of the Class A Common Stock on the
last day of December immediately preceding the date of grant less $.01 per
share. Directors may elect to receive life insurance premiums in lieu of their
compensation. Mr. Firestone is the only director to make such election and, as a
result, the Corporation paid life insurance premiums on his behalf in the amount
of $16,992 in 1996. Directors who are employees receive no additional
compensation for serving as directors or attending Board or Committee meetings.
EXECUTIVE COMPENSATION
The following table summarizes the compensation for the years ended
December 31, 1996, 1995, and 1994 of the Corporation's chief executive officer
and the other most highly compensated executive officers whose salary and bonus
exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
SECURITIES
ANNUAL UNDERLYING
COMPENSATION OPTIONS/
-------------------- SARS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (SHARES)(1) COMPENSATION(2)
- --------------------------------------------- ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Edward K. Christian.......................... 1996 $335,000 $250,000 6,250 $ 3,427
President, CEO 1995 $311,000 $250,000 11,719 $ 3,160
1994 $300,000 $250,000 46,875 $ 2,087
Steven J. Goldstein.......................... 1996 $240,000 $ 56,000 2,500 $ 2,181
Executive Vice President and Group 1995 $223,000 $ 50,000 4,882 $ 2,046
Program Director 1994 $215,000 $ 50,000 23,437 $ 1,472
Norman L. McKee(3)........................... 1996 $200,000 $ 56,000 2,500 $ 1,708
Senior Vice President, Chief Financial 1995 $181,000 $ 50,000 -0- $ 1,563
Officer and Treasurer 1994 $175,000 $ 50,000 52,734 $ 1,182
</TABLE>
- ---------------
(1) Restated to reflect five-for-four stock splits effective July 31, 1995,
April 30, 1996 and April 1, 1997.
(2) Consists of life insurance premiums or payments in lieu thereof in 1996,
1995, and 1994.
(3) Mr. McKee resigned effective July 18, 1997.
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<PAGE> 6
The following table sets forth certain information relating to option
grants pursuant to the Corporation's 1992 Stock Option Plan (the "Option Plan")
in the year ended December 31, 1996 to the individuals named in the Summary
Compensation Table above.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------- POTENTIAL REALIZABLE
% OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS/SARS EXERCISE STOCK PRICE
UNDERLYING GRANTED TO OR GRANT- APPRECIATION FOR
OPTIONS/ EMPLOYEES BASE DATE MARKET OPTION TERM(4)
SARS IN FISCAL PRICE PRICE EXPIRATION ----------------------
NAME GRANTED(1) YEAR ($/SH) PER SHARE DATE 5% 10%
- --------------------------------- ------------- ------------ ------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Edward K. Christian.............. 6,250(2) 13.4% $11.39 $ 17.30 7/1/06 $104,924(3) $209,248(3)
Steven J. Goldstein.............. 2,500(2) 5.3% $11.39 $ 17.30 7/1/06 $ 41,970(3) $ 83,699(3)
Norman L. McKee.................. 2,500(2) 5.3% $11.39 $ 17.30 7/1/06 $ 41,970(3) $ 83,699(3)
</TABLE>
- ---------------
(1) None of the options granted were options with tandem SARs and no
free-standing SARs were granted. Reflects five-for-four stock split
effective April 1, 1997.
(2) Granted to the named executive officers on July 1, 1996 pursuant to the
Option Plan. The options become exercisable in 20% increments on March 1,
1997, 1998, 1999, 2000 and 2001, respectively. If a Change of Control (as
defined in the Option Plan) occurs, these options would become immediately
exercisable.
(3) Potential Realizable Value is based on the assumed growth rates for the
ten-year option term. 5% annual growth results in a stock price per share of
$28.18 and 10% results in a stock price per share of $44.87.
(4) The actual value, if any, an executive may realize will depend on the excess
of the stock price over the exercise price on the date the option is
exercised, so that there is no assurance the value realized by an executive
will be at or near the amounts reflected in this table.
The following table sets forth certain information with respect to
unexercised options to purchase the Corporation's Common Stock granted under the
Option Plan to the individuals named in the Summary Compensation Table above.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/
FY-END(1) SARS AT FY-END(2)
SHARES ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward K. Christian............. 21,094 $154,858 -- 43,749 -- $ 394,771
Steven J. Goldstein............. -- -- 97,852 42,344 $ 996,287 $ 409,855
Norman L. McKee................. 11,718 $158,740 70,703 27,501 $ 807,198 $ 246,856
</TABLE>
- ---------------
(1) Reflects five-for-four stock splits effective July 31, 1995, April 30, 1996
and April 1, 1997.
(2) Based on the closing price on the American Stock Exchange of the
Corporation's Common Stock on December 31, 1996, as adjusted to reflect the
five-for-four stock split effective April 1, 1997 ($15.60).
EMPLOYMENT CONTRACTS
Mr. Christian has a five-year employment agreement with the Corporation
which expires in 2002. The agreement provides for certain compensation, death,
disability and termination benefits, as well as the use of an automobile. The
base annual salary under the agreement was $350,012, subject to annual cost of
living adjustments. The agreement also provides that he is eligible for annual
bonuses and stock options to be
4
<PAGE> 7
awarded at the discretion of the Board of Directors provided that his aggregate
compensation in any year may not be less than his average annual compensation
for 1994, 1995 and 1996, unless Mr. Christian or the Corporation's performance
shall have declined substantially. In addition, under the terms of the agreement
if Mr. Christian remains an employee until the earlier to occur of March 31,
2002 or Mr. Christian's death or disability, the Corporation will pay to Mr.
Christian or to his estate cash in an amount equal to the unpaid balance of his
$690,700 promissory note to the Corporation dated December 10, 1992, plus any
accrued interest, plus any amounts necessary to pay all federal and state income
tax liabilities arising from such payments. The agreement may be terminated by
either party in the event of Mr. Christian's disability for a continuous period
of six months or an aggregate period of nine months within any 18 month period.
In addition, the Corporation may terminate the agreement for cause and Mr.
Christian may terminate the agreement at any time after the sale of all or
substantially all of the Corporation's assets or the merger of the Corporation
if the Corporation is not the surviving entity.
The employment agreement also contains a covenant not to compete
restricting Mr. Christian from competing with the Corporation in any of its
markets during the term of the agreement and for a three year period thereafter.
APPROVAL OF INCREASE IN AUTHORIZED SHARES
Subject to stockholder approval, the Board of Directors has approved an
amendment to the Restated Certificate of Incorporation to increase the
authorized Class A Common Stock from 15,000,000 shares to 35,000,000 shares and
the authorized Class B Common Stock from 1,500,000 shares to 3,500,000 shares.
As of September 30, 1997, of the 15,000,000 authorized shares of Class A
Common Stock, there were 8,947,256 shares outstanding and 2,045,953 shares were
reserved for future issuance in connection with the Corporation's stock option
plans and the conversion of the outstanding Class B Common Stock into Class A
Common Stock. Of the 1,500,000 authorized shares of Class B Common Stock on such
date, there were 1,208,510 shares outstanding. As a result, the Corporation
currently has available for future issuance only 4,006,791 shares of authorized
and unreserved shares of Class A Common Stock and 291,490 shares of authorized
and unreserved shares of Class B Common Stock. As set forth below, the Board has
also recommended that the Option Plan be amended to increase the number of
shares of Class A and Class B Common Stock that may be issued pursuant to the
Option Plan by 682,031 and 150,000 shares, respectively. In addition, the
Corporation has recently entered into an asset purchase agreement pursuant to
which it will be required to issue approximately 50,000 shares of Class A stock
as partial consideration for the acquisition. If the Option Plan amendment is
approved and the acquisition consummated, these additional shares would also be
reserved for future issuance, resulting in the number of available shares for
future issuance being further reduced to 3,124,760 shares of Class A Common
Stock and 141,490 shares of Class B Common Stock.
The increase in the number of authorized shares of Class A and Class B
Common Stock is believed by the Board of Directors to be desirable in order to
assure that there will be additional authorized shares available for possible
stock splits, acquisitions, employee benefit plans, dividends and other general
corporate purposes. Other than the reservation of additional shares upon
amendment of the Option Plan and the shares issuable in the acquisition, the
Corporation does not have any immediate plans, arrangements, commitments or
understandings with respect to the issuance of any of the additional shares of
Common Stock which would be authorized by the proposed amendment to the Restated
Certificate of Incorporation. No further action or authorization by the
Corporation's stockholders would be necessary prior to the issuance of the
additional shares of Common Stock unless required by applicable law or
regulatory agencies or by the rules of any stock exchange on which the
Corporation's securities may then be listed. The holders of any of the
additional shares of Common Stock issued in the future would generally have the
same rights and privileges as the holders of
5
<PAGE> 8
the shares of Common Stock currently authorized and outstanding. Those rights do
not include preemptive rights with respect to the future issuance of any such
additional shares.
BOARD RECOMMENDATION
The Board recommends a vote FOR the amendment to the Restated Certificate
of Incorporation to increase the authorized Class A Common Stock from 15,000,000
to 35,000,000 shares and the authorized Class B Common Stock from 1,500,000
shares to 3,500,000 shares. Approval of this amendment will require the
favorable vote of a majority of the outstanding shares entitled to vote at the
Special Meeting.
PROPOSED AMENDMENT TO THE OPTION PLAN
The Corporation presently maintains the Saga Communications, Inc. 1992
Stock Option Plan, which was adopted by the Corporation's stockholders on April
14, 1992. On October 13, 1997, the Board adopted an amendment to the Option Plan
to increase the number of shares of Class A and Class B Common Stock issuable
under the Plan by 682,031 and 150,000, respectively. As of September 30, 1997,
there were 285,563 shares of Class A Common Stock remaining available for grant
under the Option Plan and no shares of Class B Common Stock were available. As
of such date, 129,715 shares of Class A Common Stock and 300,781 shares of Class
B Common Stock had been issued pursuant to the Option Plan (in each case
adjusted to reflect stock splits).
If the amendment to the Option Plan is adopted, the Board of Directors
intends to convert Mr. Christian's outstanding options to acquire 51,248 shares
of Class A Common Stock to an equal number of shares of Class B Common Stock
under the Option Plan. Mr. Christian, the President, Chief Executive Officer,
Chairman and holder of 100% of the outstanding Class B Common Stock of the
Corporation, is the only person eligible to receive options to acquire Class B
Common Stock under the Option Plan. The Class B Common Stock, which is
convertible into an equal number of shares of Class A Common Stock, is identical
to the Class A Common Stock except that the Class A Common Stock has one vote
per share on all matters whereas the Class B Common Stock has ten votes per
share, except (i) in the election of directors, with respect to which the
holders of the Class A Common Stock are entitled to elect two of the Company's
directors by a class vote, (ii) in connection with any "going private"
transaction between the Corporation and Mr. Christian, with respect to which the
holders of the Class A Common Stock and Class B Common Stock vote as a single
class, with each share entitled to one vote per share, and (iii) as otherwise
provided by law. As a result of his holdings of Class B Common Stock, Mr.
Christian has approximately 57% of the combined voting power of the Common
Stock. Such control by Mr. Christian may have the effect of discouraging certain
types of transactions involving an actual or potential change of control of the
Corporation, including transactions in which the holders of Class A Common Stock
might otherwise receive a premium for their shares over then current market
prices.
If the amendment to the Option Plan is not adopted, the Option Plan as in
effect prior to such amendment would remain in effect.
BOARD RECOMMENDATION
The Board recommends a vote FOR the ratification of the amendment to the
Option Plan. Approval of the amendment will require the favorable vote of a
majority of the shares entitled to vote thereon present in person or represented
by proxy at the Special Meeting when a quorum is present.
DESCRIPTION OF THE OPTION PLAN
The principal features of the Option Plan are summarized below, but such
summary is qualified in its entirety by reference to the terms of the Option
Plan, copies of which are available without charge upon written request to the
Secretary of the Corporation.
6
<PAGE> 9
Participation. Key employees of the Corporation, including directors who
are employees of the Corporation, are eligible to receive options under the
Option Plan.
Administration. The Option Plan is administered by the Compensation
Committee of the Board of Directors of the Corporation, which interprets and
construes the terms of the Option Plan. After being granted an option, each
optionee must enter into an option agreement with the Corporation setting forth
the terms of the option. Upon exercise of options, optionees are required to pay
the option price in full prior to receipt of certificates representing shares of
Common Stock.
Terms of Options. Options granted under the Option Plan may be either
incentive stock options within the meaning of Section 422A of the Internal
Revenue Code of 1986 or non-qualified options, in the discretion of the
Compensation Committee. See "Federal Income Tax Consequences" below. Options for
Class A Common Stock may be granted to any key employee of the Corporation but
only Edward K. Christian, President, Chief Executive Officer, a director and the
holder of 100% of the outstanding Class B Common Stock of the Corporation, may
be granted options for Class B Common Stock. Incentive stock options granted
pursuant to the Option Plan may be for terms not exceeding 10 years from the
date of grant, except in the case of incentive stock options granted to persons
owning more than 10% of the total combined voting power of all classes of stock
of the Corporation, which may be granted for terms not exceeding five years. In
the case of non-qualified options granted pursuant to the Option Plan, the terms
and price shall be determined in the discretion of the Compensation Committee.
Incentive stock options may not be granted at a price which is less than 100% of
the fair market value of the shares (110% in the case of persons owning more
than 10% of the total combined voting power of all classes of stock of the
Corporation). Options may be granted only within 10 years from the date of the
Plan's adoption (i.e., 2002).
Stock Dividends or Splits. Appropriate adjustments will be made in the
number of shares covered by each option and to the option exercise price in the
event of any change in the Class A or Class B Common Stock of the Corporation by
reason of any reorganization, recapitalization, reclassification, stock split or
reverse stock split, or of any similar change affecting the Corporation's voting
stock.
Duration and Amendment of Option Plan. The Option Plan shall remain in
effect until all shares subject to, or which may become subject to, the Option
Plan shall have been issued pursuant to the Option Plan; provided that no grants
shall be made under the Option Plan after April 14, 2002, and the Board or the
stockholders may terminate the Option Plan prior to that date. Amendments may be
made by the Board of Directors or the stockholders, provided, however, that
without the approval of the stockholders, the Board may not change the maximum
number of shares available under the Option Plan or the class of employees
eligible to receive incentive stock options. No action of the Board or
stockholders may deprive existing optionees of any rights under the Option Plan
without the consent of the optionee.
Federal Income Tax Consequences. The grant of a non-qualified option does
not result in recognition of income to the optionee. Upon the exercise of a
non-qualified option, the amount by which the fair market value of the
Corporation's Common Stock on the date of exercise exceeds the option exercise
price is taxed to the optionee as ordinary income. The Corporation is entitled
to a deduction in the amount of the ordinary income realized by the optionee. At
such time as the optionee sells shares issued to him upon exercise of his
non-qualified option, he will realize gain or loss in an amount equal to the
difference between the selling price and the fair market value of the shares on
the date the option was exercised.
Under current federal income tax law, an optionee who is granted incentive
stock options will not realize taxable income by reason of the grant or the
exercise of an incentive stock option (except that the difference between the
fair market value of the stock at the time of exercise and the option exercise
price paid by the optionee will be includable in the optionee's income for
alternative minimum tax purposes). If an optionee exercises an incentive stock
option and does not dispose of the shares of Common Stock within two years of
the date the option was granted or within one year of the date the shares were
transferred to the optionee, any
7
<PAGE> 10
gain realized upon disposition will be taxable to the optionee as a long-term
capital gain, and the Corporation will not be entitled to any deduction.
However, if the optionee disposes of the stock prior to satisfying the
applicable holding period requirements (a "disqualifying disposition"), the
difference between the option exercise price and the lesser of (i) the amount
received upon disposition of the shares, and (ii) the fair market value of the
shares on the date of exercise of the option will be treated as compensation
income to the optionee that is taxable at ordinary income tax rates. Any gain
recognized in excess of the ordinary income recognized by an optionee on a
disqualifying disposition will be capital gain. If upon disposition of shares
acquired pursuant to an incentive stock option an optionee receives less than
the exercise price paid for such shares, the optionee will recognize a capital
loss. The Corporation generally will be entitled to a deduction in the amount of
ordinary income recognized by an optionee as the result of a disqualifying
disposition.
The preceding discussion is based upon federal tax laws and regulations in
effect on the date of this proxy statement, which are subject to change, and
does not purport to be a complete description of the federal income tax aspects
of the Option Plan. Optionees may also be subject to state and local taxes in
connection with the grant or exercise of options granted under the Option Plan
and the sale or other disposition of shares acquired upon exercise of options.
OTHER MATTERS
Management does not know of any matters which will be brought before the
Special Meeting other than those specified in the notice thereof. However, if
any other matters properly come before the Special Meeting, it is intended that
the persons named in the form of proxy, or their substitutes acting thereunder,
will vote therein in accordance with their best judgment.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Under the regulations of the SEC, a record or beneficial owner of shares of
the Corporation's Common Stock may submit proposals on proper subjects for
action at the 1998 Annual Meeting of Stockholders of the Corporation. All such
proposals must be mailed to the Corporation at 73 Kercheval Avenue, Grosse
Pointe Farms, Michigan 48236 and must be received at that address on or before
December 9, 1997, in order to be included in the Corporation's proxy relating to
the 1998 Annual Meeting.
EXPENSE OF SOLICITATION OF PROXIES
All the expenses of preparing, assembling, printing and mailing the
material used in the solicitation of proxies by the Board will be paid by the
Corporation. In addition to the solicitation of proxies by use of the mails,
officers and regular employees of the Corporation may solicit proxies on behalf
of the Board by telephone, telegram or personal interview, the expenses of which
will be borne by the Corporation. Arrangements may also be made with brokerage
houses and other custodians, nominees and fiduciaries to forward soliciting
materials to the beneficial owners of stock held of record by such persons at
the expense of the Corporation.
By order of the Board of Directors,
MARCIA LOBAITO
Secretary
Grosse Pointe Farms, Michigan
November 14, 1997
8
<PAGE> 11
1997-SPPS-97
<PAGE> 12
DETACH HERE SAG 2
SAGA COMMUNICATIONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
The undersigned hereby appoints Edward K. Christian, Samuel D. Bush
R and Marcia K. Lobaito, or any one or more of them, attorneys with full
power of substitution to each for and in the name of the undersigned, with
O all powers the undersigned would possess if personally present to vote the
Class A Common Stock, $.01 par value, of the undersigned in Saga
X Communications, Inc. at the Special Meeting of its Stockholders to be held
December 16, 1997 or any adjournment thereof. THIS PROXY WHEN PROPERLY
Y EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
-------------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-------------
<PAGE> 13
[SAGA LOGO] THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Special Meeting of Stockholders,
you can be sure your shares are represented at the meeting by returning your
proxy card in the enclosed envelope.
DETACH HERE SAG 2
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
<TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU INSTRUCT THE PROXIES TO VOTE FOR ALL PROPOSALS.
<S> <C>
1. To approve the adoption of an FOR AGAINST ABSTAIN 2. To ratify the adoption of the FOR AGAINST ABSTAIN
amendment to the Restated [ ] [ ] [ ] amendment to the 1992 Stock [ ] [ ] [ ]
Certificate of Incorporation Option Plan to increase the number
to increase the authorized of shares issuable thereunder.
Class A and Class B Common
Stock to 35,000,000 and 3. In their discretion, the proxies are authorized to vote upon
3,500,000 shares, respectively. such other business as may properly come before the meeting
or any adjournment thereof.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
Please sign exactly as name appears hereon. When shares are held
in more than one name, including joint tenants, each party should
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
Signature: Date: Signature: Date:
-------------------------------------- ------------ -------------------------------------- ------------
</TABLE>
