<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
AirTouch Communications, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(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> 2
LOGO
AIRTOUCH COMMUNICATIONS, INC.
ONE CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94111
NOTICE OF ANNUAL MEETING
The Tsakopoulos Library Galleria at the Sacramento Public Library
828 I Street, Sacramento, California 95814
JUNE 13, 1996
The 1996 Annual Meeting of Stockholders of AirTouch Communications, Inc.
(the "Company") will be held on Thursday, June 13, 1996 at 10:30 a.m. (the
"Meeting") for the following purposes:
1. To elect three directors, constituting Class II of the Company's Board
of Directors, to serve a three-year term.
2. To ratify the appointment of Price Waterhouse LLP as the Company's
independent accountants for 1996.
3. To transact such other business properly brought before the Meeting, or
any adjournment or postponement thereof.
Stockholders of record at the close of business on April 14, 1996 will be
entitled to vote at the Meeting or any adjournment or postponement thereof.
A list of stockholders entitled to vote at the Meeting will be available
for inspection ten days prior to the Meeting at the offices of AirTouch
Cellular, 2150 River Plaza Drive, Sacramento, California 95833.
Your vote is important. Please sign and return the enclosed proxy card in
the envelope provided to ensure your representation at the Meeting.
By Order of the Board of Directors,
/s/ Margaret G. Gill
Margaret G. Gill
Senior Vice President Legal,
External Affairs and Secretary
San Francisco, California
April 10, 1996
<PAGE> 3
PROXY STATEMENT
This proxy statement, notice of meeting and accompanying proxy card are
being mailed beginning on April 10, 1996 to stockholders of AirTouch
Communications, Inc. (the "Company"), in connection with the solicitation by the
Board of Directors of proxies for the Annual Meeting of Stockholders (the
"Meeting") to be held on June 13, 1996.
Proxies are solicited to provide all stockholders of record on April 14,
1996 an opportunity to vote on matters scheduled for the Meeting and described
in the proxy materials. Shares can only be voted if the stockholder is present
in person or by proxy. Any person giving a proxy may revoke it at any time
before the Meeting by sending in a written revocation or a proxy bearing a later
date. Stockholders may also revoke their proxies by attending the Meeting in
person and casting a ballot. If proxy cards are signed and returned without
specifying choices, the shares represented by the proxy card will be voted as
recommended by the Board of Directors.
Stockholders of record at the close of business on April 14, 1996 will be
entitled to vote at the Meeting or any adjournment or postponement. Each share
is entitled to one vote. On March 20, 1996, 499,068,523 shares of Common Stock,
$.01 par value ("Common Stock"), were outstanding.
VOTING OF SHARES
The director nominees who receive the highest number of votes for the
number of positions to be filled will be elected. An affirmative vote of the
holders of the majority of the shares present or represented by proxy at the
Meeting is required for the approval of each of the other matters to be voted
upon. Abstentions will be treated as votes cast on a particular matter as well
as shares present and represented for purposes of establishing a quorum. Where
nominee record holders do not vote on specific issues because they did not
receive specific instructions on such issues from the beneficial owners, such
broker nonvotes will not be treated as votes cast on a particular matter but
will be treated as shares present or represented for purposes of establishing a
quorum.
It is the policy of the Company that the proxy, ballot or voting
instruction of any stockholder be kept confidential, if requested, except as
required by law or in the event of a contested proxy solicitation. The policy
also provides for the tabulation of the vote by the Company's transfer agent or
some other independent third party and for the certification of the vote by an
independent inspector of election. The Company may, however, be informed whether
or not a particular stockholder has voted and may receive periodic status
reports on the aggregate vote. Your written comments on proxies or ballots may
be made available to the Company, but your name and address will not be
disclosed if you request confidentiality.
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<PAGE> 4
PROPOSAL 1
ELECTION OF DIRECTORS
There are ten members of the Board of Directors of the Company. The
Company's Certificate of Incorporation divides the Board into three
approximately equal classes of directors serving staggered three-year terms,
with one class of directors to be elected at each annual meeting. Directors hold
office until the end of their terms and until their successors have been elected
and qualified.
The proxy holders named on the proxy card will vote for the election of the
three Class II nominees listed below unless otherwise instructed. These nominees
have been selected by the Board of Directors and are all currently members of
the Board. If you do not wish your shares to be voted for particular nominees,
please identify the exceptions on the proxy card.
If one or more of the nominees should become unavailable to serve at the
time of the Meeting, the shares represented by the proxies will be voted for the
remaining nominees and for any substitute nominees designated by the Board of
Directors or the size of the Board will be reduced. The Nominating Committee
knows of no reason why any of the nominees will be unavailable or unable to
serve.
The following is a brief description of the principal occupation for at
least the past five years, age and major affiliations of each director.
CLASS II -- NOMINEES FOR ELECTION:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES BELOW.
PHOTO
CAROL A. BARTZ, 47, became a director of the Company in
February 1994. She is a member of the Nominating and
Audit Committees. She has been Chairman of the Board,
President and Chief Executive Officer of Autodesk, Inc.
since April 1992. From 1983 to April 1992, Ms. Bartz
served in various positions with Sun Microsystems, Inc.,
most recently as Vice President of Worldwide Field
Operations. Ms. Bartz is also a Director of Cadence
Design Systems and Network Appliance.
PHOTO
C. LEE COX, 55, was named Vice Chairman of the Board in
November 1994. He is a member of the Nominating and
Executive Committees. He has been President and Chief
Executive Officer of AirTouch Cellular since November
1990. He was President and Chief Operating Officer of the
Company from December 1993 to November 1994. He was
President and Chief Executive Officer of the Company from
1987 to December 1993, was a director of the Company from
1987 to April 1993 and became a director again in January
1994. He was a director and a Group President of Pacific
Telesis Group from 1988 to April 1994. Mr. Cox is a
director of Cellular Communications, Inc. and Pacific Gas
& Electric Co.
PHOTO
PAUL HAZEN, 54, became a director of the Company in April
1993. He is Chairman of the Audit Committee and a member
of the Executive and Nominating Committees. He became
Chairman and Chief Executive Officer of Wells Fargo &
Company and its principal subsidiary, Wells Fargo Bank,
N.A., in January 1995. He was President and Chief
Operating Officer of Wells Fargo & Company and Wells
Fargo Bank, N.A. from 1984 to January 1995. He served as
a director of Pacific Telesis Group from 1989 to April
1994. Mr. Hazen is a director of Wells Fargo & Company,
Wells Fargo Bank, N.A., Phelps Dodge Corporation and
Safeway Inc.
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<PAGE> 5
CLASS III -- DIRECTORS CONTINUING IN OFFICE UNTIL THE 1997 ANNUAL MEETING OF
STOCKHOLDERS:
PHOTO
JAMES R. HARVEY, 61, became a director of the Company in
April 1993. He is Chairman of the Compensation &
Personnel Committee and a member of the Executive and
Nominating Committees. Mr. Harvey has been Chairman of
the Executive Committee of the Board of Directors of
Transamerica Corporation since January 1, 1996 and was
Chairman of the Board of Transamerica Corporation from
1983 to 1996. He was Chief Executive Officer of
Transamerica from 1981 through 1991. He was a director of
Pacific Telesis Group from 1983 to April 1994. Mr. Harvey
is a director of The Charles Schwab Corporation and
McKesson Corporation.
PHOTO
ARTHUR ROCK, 69, became a director of the Company in
January 1994. He is a member of the Audit and Nominating
Committees. He has been a principal in Arthur Rock & Co.,
a venture capital firm, since 1969. Mr. Rock is a
director of Intel Corporation and Argonaut Group, Inc.
PHOTO
GEORGE P. SHULTZ, 75, became a director of the Company in
January 1994. He is a member of the Compensation &
Personnel, Executive and Nominating Committees. He has
been a Professor at the Stanford University Graduate
School of Business for more than five years. He served as
United States Secretary of State from 1982 to 1989. Mr.
Shultz is a Distinguished Fellow at the Hoover
Institution, a director of the Bechtel Group, Inc.,
Chairman of J.P. Morgan's International Council and
Chairman of the Governor's California Economic Policy
Advisory Council.
PHOTO
ARUN SARIN, 41, became Vice Chairman of the Board in
August 1995 and has been President and Chief Executive
Officer of AirTouch International since May 1995. He was
Senior Vice President, Corporate Strategy/Development and
International Operations for the Company until August
1995, and was also responsible for Human Resources
through 1994. Mr. Sarin was Vice President, Organization
Design of Pacific Telesis Group from March 1993 to April
1994. He joined Pacific Telesis Group in 1984 and held a
variety of positions there until April 1994.
3
<PAGE> 6
CLASS I -- DIRECTORS CONTINUING IN OFFICE UNTIL THE 1998 ANNUAL MEETING OF
STOCKHOLDERS:
PHOTO
SAM GINN, 59, has been Chairman of the Board and Chief
Executive Officer of the Company since December 1993. He
is Chairman of the Executive Committee and a member of
the Nominating Committee. He was Chairman of the Board,
President and Chief Executive Officer of Pacific Telesis
Group from 1988 to April 1994 and became a director of
Pacific Telesis Group in 1983. He was Chairman of the
Board of Pacific Bell from 1988 to April 1994. Mr. Ginn
is also a director of Chevron Corporation, Safeway Inc.,
Transamerica Corporation and Hewlett-Packard Company.
PHOTO
DONALD G. FISHER, 67, became a director of the Company in
January 1994. He is a member of the Compensation &
Personnel and Nominating Committees. He is the founder
and Chairman of the Board of The Gap, Inc. and was Chief
Executive Officer of The Gap, Inc. until November 1995.
He is a director of The Charles Schwab Corporation, San
Francisco Bay Area Council and the National Retail
Federation.
PHOTO
CHARLES R. SCHWAB, 58, became a director of the Company
in January 1994. He is Chairman of the Nominating
Committee and a member of the Compensation & Personnel
Committee. He is the founder, Chairman of the Board and
Chief Executive Officer of The Charles Schwab Corporation
and Chairman of Charles Schwab & Co. Inc. Mr. Schwab is a
director of The Gap, Inc. and Transamerica Corporation.
COMMITTEES OF THE BOARD OF DIRECTORS
Regular meetings of the Board of Directors are held six times a year and
special meetings are scheduled when required. The Board held seven meetings in
1995. No director attended fewer than 75 percent of the aggregate number of
Board meetings and meetings of committees on which he or she served, with the
exception of Mr. Schwab. Directors meet their responsibilities not only by
attending Board and committee meetings, but also through communication with the
Chairman and other members of management on matters affecting the Company.
The Board of Directors has established a number of standing committees; the
Audit Committee, the Compensation & Personnel Committee (the "C&P Committee")
and the Executive Committee. In 1995, the full Board acted as the Nominating
Committee.
The Audit Committee, which consists of Mr. Hazen, Chairman, Mr. Rock and
Ms. Bartz, met six times in 1995. The Audit Committee has responsibility for
recommending annually the appointment of independent public accountants and
recommending action as appropriate regarding the adequacy, effectiveness and
legality of the Company's accounts, internal procedures and controls. The Audit
Committee also oversees the investment of trust assets related to benefit plans
and pension funding policy.
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<PAGE> 7
The C&P Committee, which consists of Mr. Harvey, Chairman, and Messrs.
Fisher, Schwab and Shultz, met seven times in 1995. The C&P Committee has
responsibility for reviewing and approving salary and compensation of all
officers, reviewing candidates for promotion to or within officer levels,
establishing or modifying the terms and conditions of the employment of
officers, advising the Board regarding director compensation, keeping informed
of and recommending material changes to employee benefit plans and administering
incentive plans.
The Executive Committee, which consists of Mr. Ginn, Chairman, Messrs. Cox,
Harvey, Hazen, Sarin and Shultz, met seven times in 1995. This Committee has the
full authority of the Board to the extent permitted by Delaware law. Its
function is to deal with issues requiring action between scheduled Board
meetings.
The full Board acts as the Nominating Committee in recommending Board
candidates. It met once in 1995. This Committee seeks individuals of proven
judgment and competence who are outstanding in their chosen fields. It also
considers factors such as education, geographic location, anticipated
participation in Board activities and special talents or personal attributes.
Stockholders who wish to suggest qualified candidates to the Nominating
Committee should write to Margaret G. Gill, Secretary of the Company, at One
California Street, San Francisco, California 94111, stating in detail the
candidate's qualifications for consideration by the Committee.
A stockholder who wishes to nominate a director must comply with certain
procedures set out in the Company's By-Laws (see "Other Matters").
DIRECTOR COMPENSATION
Nonemployee directors of the Company receive an annual retainer of $45,000,
and committee chairs receive an additional annual retainer of $5,000. Quarterly
payments of the annual retainer are reduced by 20 percent if a director is
absent from one or more of the previous quarter's meetings. In addition,
nonemployee directors are entitled to reimbursement for out-of-pocket expenses
in connection with attendance at Board and committee meetings. Nonemployee
directors may elect to defer the receipt of all or part of their retainers.
Amounts deferred in 1995 earned interest at an annual rate of 9.74%.
Directors may elect to receive all or a portion of their retainers in the
form of stock options and/or stock units under the Company's 1993 Long-Term
Stock Incentive Plan (the "Plan"), provided that an election to receive options
or units is only effective as to amounts payable at least six months after the
election is made. In the case of directors who elect to receive retainers in the
form of stock units, the number of stock units is determined by dividing the
amount that would otherwise be paid in cash by the arithmetic mean of the
closing prices of the Company's Common Stock on the ten consecutive trading days
ending with the date when the amount is payable. The stock units are immediately
vested and have a maximum term of ten years, subject to earlier termination if
the director's service terminates. The stock units are settled in shares of the
Company's Common Stock. In the case of directors who elect to receive retainers
in the form of stock options, the number of options is determined by using the
Black-Scholes option valuation model. These options are immediately exercisable
and have a term of seven years, subject to earlier termination if the director's
service terminates. The exercise price is equal to the fair market value of the
Company's Common Stock on the date of grant, which is the date the retainers
would otherwise be payable.
Each nonemployee director of the Company is granted a stock option for
10,000 shares under the Plan upon election as a director. Additionally, each
nonemployee director receives a stock option for 1,000 shares at the time of
each Annual Meeting. These options generally become exercisable one year after
the date of grant and have a term of ten years, subject to earlier termination
if the director's service terminates. The options become exercisable in full in
the event of the director's death or disability or in the event that the Company
is subject to a change in control. The exercise price is equal to the fair
market value of the Company's Common Stock on the date of grant. As a condition
of the initial 10,000-share option grant, each director is required, within 30
days after joining the Board, to purchase shares of the Company's Common Stock
with a value of $100,000 or more.
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<PAGE> 8
Directors who are also employees of the Company receive no remuneration for
serving as directors or as members of committees of the Board.
Nonemployee directors are reimbursed for the costs of cellular services and
equipment. Employee directors receive similar reimbursements for services and
equipment as part of their compensation as officers.
The Company has entered into indemnity agreements with each of its
directors that provide for indemnification against any judgments or costs
assessed against them in the course of their service as directors. Such
agreements do not permit indemnification for acts or omissions for which
indemnification is not permitted under Delaware law.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of December 31, 1995, information
regarding ownership of the Company's outstanding Common Stock on December 31,
1995, by any entity or person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
- - ---------------------------------------------------------- ----------------------- ----------------
<S> <C> <C>
The Equitable Companies Incorporated; AXA; and the
Mutuelles AXA, as a group (1)........................... 34,425,467(2) 6.9%
</TABLE>
- - ---------------
(1) This information is based on a Schedule 13G filed with the Securities and
Exchange Commission by: The Equitable Companies Incorporated, 787 Seventh
Avenue, New York, New York 10019; AXA, 23, Avenue Matignon, 75008 Paris
France; and the Mutuelles AXA, as a group, as follows: Alpha Assurances
I.A.R.D. Mutuelle and Alpha Assurances Vie Mutuelle, 101-100 Terrasse
Boieldieu, 92042 Paris La Defense France; AXA Assurances I.A.R.D. Mutuelle
and AXA Assurances Vie Mutuelle, La Grande Arche, Pardi Nord, 92044 Paris La
Defense France; and, Uni Europe Assurance Mutuelle, 24 Rue Drouot, 75009
Paris France.
(2) The above described beneficial owners report voting and dispositive power as
follows: The Equitable Companies Incorporated reports sole voting power with
respect to 24,716,126 shares; shared voting power with respect to 832,500
shares; sole dispositive power with respect to 34,379,038 shares; and shared
dispositive power with respect to 4,029 shares; AXA and the Mutuelles AXA,
as a group reports sole voting power with respect to 24,758,562 shares;
shared voting power with respect to 832,500 shares; sole dispositive power
with respect to 34,421,438 shares; and, shared dispositive power with
respect to 4,029 shares.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 1, 1996, information regarding
ownership of the Company's outstanding Common Stock on March 1, 1996 by (i) each
Named Executive Officer, (ii) each director and (iii) all executive officers and
directors as a group. The table also includes the number of shares subject to
outstanding options to purchase Common Stock of the Company which are currently
exercisable or become exercisable within 60 days of March 1, 1996.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
NAME OF BENEFICIAL OWNER OWNERSHIP OPTIONS TOTAL CLASS
- - ----------------------------------------------- ----------- --------- ---------- -------
<S> <C> <C> <C> <C>
Sam Ginn....................................... 99,090(1) 626,992 726,082 *
C. Lee Cox..................................... 34,775(2) 209,497 244,272 *
Lydell L. Christensen.......................... 8,617(3) 159,549 168,166 *
Margaret G. Gill............................... 1,932(4) 30,000 31,932 *
Mohan Gyani.................................... 20,397(5) 61,540 81,937 *
Arun Sarin..................................... 27,991(6) 93,989 121,980 *
Carol A. Bartz................................. 4,500(7) 12,085 16,585 *
Donald G. Fisher............................... 44,000(8) 11,161 55,161 *
James R. Harvey................................ 7,467(9) 21,130 28,597 *
Paul Hazen..................................... 6,098 19,844 25,942 *
Arthur Rock.................................... 182,572(10) 12,085 194,657 *
Charles R. Schwab.............................. 4,300(11) 12,202 16,502 *
George P. Shultz............................... 10,000(12) 12,085 22,085 *
All directors and executive officers as a group
(14 persons)................................. 452,063 1,293,359 1,733,898 *
</TABLE>
- - ---------------
*Less than 1%
(1) Includes 40,738 shares held by Mr. Ginn's Family Trust, of which Mr. Ginn
is the Trustee, and 4,440 shares held by Mr. Ginn's children's Trusts, of
which Mr. Ginn is the Trustee. Includes 40,000 shares of restricted stock
and 13,912 shares held in retirement plans.
(2) Includes 20,000 shares of restricted stock and 743 shares held in
retirement plans.
(3) Includes 1,737 shares held in retirement plans.
(4) Includes 362 shares held in a retirement plan.
(5) Includes 6,000 shares of restricted stock and 9,499 shares held in
retirement plans.
(6) Includes 20,000 shares of restricted stock and 6,349 shares held in
retirement plans.
(7) All shares are held by Ms. Bartz's Family Trust, of which Ms. Bartz is the
Trustee.
(8) Includes 40,000 shares held by Mr. Fisher's Charitable Trust, of which Mr.
Fisher is the Trustee.
(9) All shares are held by Mr. Harvey's Family Trust, of which Mr. Harvey is
the Trustee.
(10) Includes 2,572 shares held by Mr. Rock's spouse.
(11) Includes 300 shares held by Mr. Schwab's Family Trust, of which Mr. Schwab
is the Trustee.
(12) All shares are held by Mr. Schultz's Family Trust, of which Mr. Shultz is
the Trustee.
REPORT OF THE COMPENSATION AND PERSONNEL COMMITTEE ON
EXECUTIVE COMPENSATION
The compensation of the Company's executive officers is determined by the
C&P Committee, which consists exclusively of nonemployee directors. The C&P
Committee engages independent executive compensation consultants to assess
competitive levels of executive compensation.
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<PAGE> 10
ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM
The three key elements of the Company's executive compensation program are
base salary, an annual cash bonus and long-term incentives, which consist
primarily of stock options.
The base salaries of executive officers are set at approximately the
50th-percentile level relative to executives employed by similar companies.
(This means that base salaries at approximately 50% of the other companies are
higher). If performance targets are met but not exceeded, cash bonuses are also
intended to be at approximately the 50th-percentile level. If performance
warrants, executive officers have the opportunity to receive total compensation,
including base salary, annual bonus and long-term incentives, which is projected
to be at approximately the 75th percentile. The emphasis on long-term incentives
is intended to encourage executives to focus on the growth of the Company and
the value of its stock.
In assessing competitive levels of executive compensation for 1995, the C&P
Committee considered a comparative study of the compensation of executive
officers of similar companies conducted by an independent executive compensation
consultant. The study analyzed 1994 proxy information reported by selected
high-growth telecommunications or comparable technology-based companies deemed
to be more appropriate comparators than general industry. The group of companies
considered by the C&P Committee is not the same as the Peer Group shown in the
performance graph on page 10, because the Company competes for executive talent
with companies other than those included in the Peer Group.
ANNUAL CASH BONUS
Executive officers and all employees participate in an annual incentive
plan under which the cash bonus component of their compensation is determined.
Under the plan, the C&P Committee determines a standard award amount for each
executive officer. The plan provides for annual payment of cash bonuses in
amounts equal to a percentage of the standard award, based on the level of
achievement of selected corporate performance objectives in the preceding year.
The performance objectives vary by business entity and are determined by the C&P
Committee in conjunction with the Board's approval of the Company's business
plans at the start of the fiscal year. Bonuses for 1995 were based on the
achievement of financial and operating performance objectives such as operating
cash flow margin, free cash flow, operating profit and net gains as well as the
achievement of strategic milestones.
LONG-TERM INCENTIVES
Long-term incentives are linked to growth in the value of the Company's
stock and consist primarily of stock options. Prior to 1995, all stock options,
other than options replacing awards made in prior years by Pacific Telesis
Group, have been granted with an exercise price equal to the fair market value
of the stock at the time of grant and, therefore, provide no compensation to the
executive unless the value of the stock increases.
PREMIUM-PRICED OPTIONS
In 1995, the C&P Committee hired an independent executive compensation
consultant, Strategic Compensation Associates, to perform a study of the
Company's entire executive compensation programs. As a result of that study and
the C&P Committee's desire to even further align the compensation of executive
officers with the interests of stockholders, the C&P Committee decided to grant
executive officers long-term incentives in the form of premium-priced options
rather than fair market value options.
Premium-priced options are granted with an exercise price at a premium
above the fair market value of the stock at the time of grant and are subject to
stricter forfeiture provisions. The primary purpose of these options is to
strongly motivate executive officers to achieve outstanding returns for
stockholders. Unlike fair market value options (under which an executive
receives compensation for any increase in stock value after the date of grant),
premium-priced options are designed so that an executive receives no
compensation until the value of the stock exceeds the above-market exercise
price. Thus, stockholders will receive significant
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<PAGE> 11
appreciation in their investment in the Company before executives can realize
any gains on their premium-priced options.
Implementing its philosophy of targeting total compensation at the
75th-percentile of the comparator companies, the C&P Committee approved a
two-year grant of premium-priced options for executive officers as follows. In
November of 1995, the Committee granted options at a 10 percent premium above
fair market value. Executive officers will forfeit all of these options if the
Company's common stock does not reach the exercise price of $33.275 per share on
any 10 days within three years of the date of grant. Early in 1996, the
Committee granted options at 50, 70 and 90 percent premiums above fair market
value, also subject to four, five and six-year forfeiture provisions,
respectively.
POLICY ON DEDUCTIBILITY OF COMPENSATION
The C&P Committee has reviewed the impact of Section 162(m) of the Internal
Revenue Code on the Company. This provision limits the amount of compensation
that the Company may deduct from its taxable income for any year to $1 million
for any of its five most highly compensated executive officers. The Company's
1993 Long-Term Stock Incentive Plan includes provisions intended to ensure that
the Company may deduct compensation arising from the exercise of stock options
without regard to the limitation. The C&P Committee has deferred action with
respect to short-term incentives, since no executive officer's compensation
materially exceeded the limitation for 1995.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Ginn's salary for 1995 was based on the C&P Committee's assessment of
his individual performance, his experience in the Company's business and the C&P
Committee's analysis of the salaries paid by comparable companies, as described
above.
Like other executive officers and employees, Mr. Ginn participates in the
Company's annual incentive plan under which the cash bonus component of his
compensation is determined. As described above, Mr. Ginn's cash bonus for 1995
was based on the level of achievement of predetermined performance objectives,
including a weighted average of financial, strategic and operational objectives
of each of the Company's business units, Company-consolidated earnings
objectives and corporate headquarters expense targets. The relative weight of
each performance objective was 70%, 10% and 20%, respectively. The performance
objectives were exceeded by 17% in the aggregate, resulting in a bonus equal to
117% of the standard award set by the C&P Committee.
The number of premium-priced options granted to Mr. Ginn in 1995 and early
1996 was based on the C&P Committee's policy of providing long-term incentives
that will result in total compensation at the 75th-percentile level relative to
comparable companies. This policy reflects the C&P Committee's emphasis on
long-term incentives related to growth in the value of the stockholders'
investment in the Company.
April 4, 1996
COMPENSATION AND PERSONNEL COMMITTEE
James R. Harvey, Chairman
Donald G. Fisher
Charles R. Schwab
George P. Shultz
9
<PAGE> 12
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Company's
Common Stock with a comparable return of the S&P 500 Index (the "S&P 500") and a
self-determined group of peer companies (the "Peer Group"). The Peer Group
consists of Vodafone Group PLC, Rogers Cantel Mobile Communications, Inc.,
United States Cellular Corporation, Cellular Communications, Inc. and Vanguard
Cellular Systems, Inc.
The graph assumes that $100 was invested at the time of the Company's
initial public offering on December 2, 1993 in each of the Company's Common
Stock, the S&P 500 and the Peer Group, and that dividends in the S&P 500 and
Peer Group were reinvested.
COMPARISON OF AIRTOUCH COMMUNICATIONS, INC., THE S&P 500 AND THE COMPANY'S PEER
GROUP
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) ATI S&P 500 PEER GROUP
<S> <C> <C> <C>
DEC-93 100 100 100
JAN-94 109 104 103
MAR-94 90 97 92
JUN-94 102 97 93
SEP-94 124 102 112
DEC-94 126 102 118
MAR-95 118 112 112
JUN-95 123 123 122
SEP-95 133 133 134
DEC-95 122 141 119
</TABLE>
10
<PAGE> 13
EXECUTIVE COMPENSATION
The following table discloses compensation earned by the Chief Executive
Officer and the five other most highly paid executive officers (the "Named
Executive Officers") for the three fiscal years ended December 31, 1995. Prior
to April 1, 1994, the Company was an 86.1% owned subsidiary of Pacific Telesis
Group ("Telesis") from which it was spun off on April 1, 1994 (the "Spin-off").
Prior to the Spin-off, all payments to the Named Executive Officers, except for
Mrs. Gill, were made by Telesis. Unless otherwise indicated, positions listed
are with the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------
AWARDS
ANNUAL COMPENSATION ------------------------ PAYOUTS
------------------------------ (G) ----------
(E) (F) SECURITIES (I) (C+D+H)
(A) OTHER RESTRICTED UNDERLYING (H) ALL TOTAL
NAME AND (B) (C) (D) ANNUAL STOCK OPTIONS/ LTIP OTHER CASH
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMP($) AWARDS($)(1) SARS(#) PAYOUTS($) COMP($)(2) COMP($)(3)
- - ----------------------- ----- --------- -------- ------- ------------ ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sam Ginn............... 1995 $650,000 $571,000 $ -- $ 0 435,750 $ 0 $115,000 $1,221,000
Chairman of the Board 1994 618,000 493,000 -- 2,119,098 398,000 0 179,000 1,111,000
and Chief Executive 1993 744,000 793,000 93,000 0 0 592,000 118,000 2,129,000
Officer
C. Lee Cox............. 1995 440,000 298,000 -- 0 219,330 0 76,000 738,000
Vice Chairman of the 1994 419,000 330,000 -- 1,001,827 195,900 0 129,000 749,000
Board 1993 458,000 291,000 46,000 0 0 320,000 80,000 1,069,000
Lydell L.
Christensen(4)....... 1995 290,000 187,000 -- 0 0 0 68,000 477,000
Executive Vice 1994 275,000 206,000 -- 264,257 101,100 0 91,000 481,000
President 1993 274,000 243,000 23,000 0 0 83,000 47,000 600,000
Arun Sarin............. 1995 276,000 171,000 -- 0 249,330 0 43,000 447,000
Vice Chairman of the 1994 227,000 168,000 -- 639,863 72,800 0 38,000 395,000
Board 1993 217,000 110,000 16,000 0 0 95,000 21,000 422,000
Margaret G. Gill(5).... 1995 275,000 140,000 -- 0 98,070 0 44,000 415,000
Senior Vice President 1994 255,000 160,000 -- 0 60,000 0 9,000 415,000
Legal, External
Affairs and
Secretary
Mohan Gyani............ 1995 229,000 116,000 -- 110,000 128,070 0 33,000 345,000
Executive Vice 1994 173,000 101,000 -- 180,575 35,600 1,000 20,000 275,000
President and 1993 166,000 80,000 -- 0 0 1,000 8,000 247,000
Chief Financial
Officer
</TABLE>
- - ---------------
(1) Aggregate number of unvested shares of restricted stock and their value at
fiscal year end ($28.125 per share) are as follows: Mr. Ginn -- 40,000
shares, $1,125,000; which vest with respect to 10,000 shares on 11/18/96,
10,000 shares on 11/18/97, 10,000 shares on 11/18/98 and 10,000 shares on
11/18/99. Mr. Cox -- 20,000 shares, $562,500; Mr. Sarin -- 20,000 shares,
$562,500; and Mr. Gyani -- 6,000 shares, $168,750. Includes Phantom Stock
Units ("Units") which were converted in connection with the Spin-off from
awards originally granted under the Telesis Long Term Incentive Plan for the
completed portion of the three-year performance cycle ending December 31,
1995. Units convert on a one for one basis into Common Stock of the Company.
Awards for the three-year performance cycle ending December 31, 1995 settled
on January 26, 1996 as follows: Mr. Ginn -- 17,092 Units; Mr. Cox -- 7,938
Units; Mr. Christensen -- 4,607 Units; Mr. Sarin -- 2,231 Units; and Mr.
Gyani -- 1,507 Units, all of which were deferred under the Company's
Deferred Compensation Plan with the exception of Mr. Gyani's.
(2) Includes "above-market" interest on deferred compensation under the
Company's Deferred Compensation Plan for 1995 for each of the Named
Executive Officers: $98, $64, $252, $44, $26 and $8 respectively. Also
includes Company contributions under the Company's Retirement Plan for Mr.
Ginn -- $15,421; Mr. Cox -- $14,182; Mr. Christensen -- $14,516; Mr.
Sarin -- $14,594; Mrs. Gill -- $15,192; and Mr. Gyani -- $14,347. Also
includes Company contributions under the Company's Deferred Compensation
Plan for each of the Named Executive Officers of: $99,288, $62,031, $53,691,
$28,699, $28,350 and $18,788 respectively.
(3) Includes Salary, Bonus and LTIP Payouts.
(4) Mr. Christensen retired from the Company effective February 14, 1996.
(5) Mrs. Gill joined the Company in January, 1994, and thus received no payments
from Telesis in 1993.
11
<PAGE> 14
The following table provides information on stock option grants during
fiscal year 1995 to the Named Executive Officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- - ----------------------------------------------------------------------------------
NUMBER OF POTENTIAL REALIZED VALUE AT
SECURITIES % OF TOTAL ASSUMED ANNUAL RATES OF
UNDERLYING OPTIONS/SARS STOCK PRICE APPRECIATION
OPTIONS/ GRANTED TO EXERCISE OR FOR OPTION TERM
SARS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
- - --------------------------- ------------ ------------ ----------- ---------- ------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sam Ginn................... 435,750(1) 5.97 $33.275 11/16/05 $0 $6,971,591 $19,689,673
C. Lee Cox................. 219,330(1) 3.01 33.275 11/16/05 0 3,509,074 9,910,582
Lydell L. Christensen(3)... -- -- -- -- -- -- --
Arun Sarin................. 219,330(1) 3.01 33.275 11/16/05 0 3,509,074 9,910,582
30,000(2) .41 31.50 7/30/02 0 384,532 896,057
Margaret G. Gill........... 98,070(1) 1.34 33.275 11/16/05 0 1,569,028 4,431,363
Mohan Gyani................ 98,070(1) 1.34 33.275 11/16/05 0 1,569,028 4,431,363
30,000(2) .41 31.50 7/31/02 0 384,532 896,057
Stock price per share(4)... $30.25 $49.27 $78.46
31.50 44.32 61.38
Added Value to All
Stockholders(5).......... 0 $9.5 billion $24.0 billion
0 6.4 billion 14.9 billion
Named Executive officers as
% of Added Value to all
Stockholders............. -- .18% .2%
-- .01% .01%
</TABLE>
- - ---------------
(1) Premium-priced options granted in November of 1995 with an above-market
exercise price of $33.275 and a term of 10 years. These options will be
forfeited unless the Company's common stock reaches the above-market
exercise price on any ten days prior to the third anniversary of the grant
date. See the Report of the Compensation and Personnel Committee beginning
on page 7 for further discussions of premium-priced options.
(2) Options granted in July and August 1995 with an exercise price of $31.50 and
a term of 7 years.
(3) Mr. Christensen retired from the Company effective February 14, 1996.
(4) The projected fair market value of a share of AirTouch stock at the end of
the option terms (10 years for November 1995 grants, 7 years for July/August
1995 grants) after applying the stated assumed annual rates to the fair
market value on the date of grant.
(5) Represents aggregate increases in market capitalization of AirTouch
Communications, Inc. based upon the outstanding shares (498,756,014) of
AirTouch stock as of December 31, 1995 if the stock price were to increase
annually by 0%, 5% and 10% over the terms of the options.
The following table provides information on the value of each of the Named
Executive Officer's options/SARs at December 31, 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
FY-END (#) AT FY-END ($)*
SHARES -------------------- ---------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- - ------------------------------------------ ------------ ------------ -------------------- ---------------------
<S> <C> <C> <C> <C>
Sam Ginn.................................. 31,010 $712,963 461,281/751,460 $4,787,940/$2,413,902
C. Lee Cox................................ 70,000 955,654 199,267/374,835 1,957,200/1,189,914
Lydell L. Christensen..................... -- -- 141,849/17,700 1,289,322/128,325
Arun Sarin................................ -- -- 65,387/307,932 644,434/449,865
Margaret G. Gill.......................... -- -- 9,998/148,072 77,485/387,516
Mohan Gyani............................... -- -- 46,739/156,370 548,299/216,425
</TABLE>
- - ---------------
* Based on the closing price on the New York Stock Exchange-Composite
Transactions of the Company's Common Stock on December 29, 1995 of $28.125 per
share.
12
<PAGE> 15
PENSION PLAN
In connection with the Spin-off, the Company's qualified and nonqualified
pension plans generally assumed liability for accrued benefits of the Named
Executive Officers under Telesis' qualified and nonqualified pension plans.
("Qualified pension plans" are plans that are intended to qualify for
preferential tax treatment under section 401(a) of the Internal Revenue Code of
1986.) Corresponding assets were transferred from the Telesis plans to the
Company's plans. Mrs. Gill is not eligible to participate in the Company's
qualified and nonqualified pension plans. Mr. Ginn does not participate in the
Company's nonqualified pension plans.
As is the case with most of the Company's employees, none of the Named
Executive Officers any longer accrues a benefit under the Company's qualified
pension plan related to service with the Company. Increases in compensation
continue to produce increased accruals under the qualified pension plan.
The following table shows the total annual pension benefits (stated as a
single-life annuity) that would be received by an executive officer of the
Company retiring today at age 65 under the Company qualified and nonqualified
pension plans. It assumes various specified levels of total years of service and
average annual compensation (which includes base salary and the standard award
under the Short-Term Incentive Plan) during the final five years of service. The
benefits shown in the table generally are not subject to offsets for Social
Security benefits or other payments.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
AVERAGE ANNUAL
COMPENSATION DURING
FINAL FIVE YEARS OF
SERVICE YEARS OF SERVICE PRIOR TO RETIREMENT
<S> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------
15 20 25 30 35
-------------------------------------------------------------------------------------
$ 300,000 65,250 87,000 108,750 130,500 152,250
-------------------------------------------------------------------------------------
350,000 76,125 101,500 126,875 152,250 177,625
-------------------------------------------------------------------------------------
400,000 87,000 116,000 145,000 174,000 203,000
-------------------------------------------------------------------------------------
450,000 97,875 130,500 163,125 195,750 228,375
-------------------------------------------------------------------------------------
500,000 108,750 145,000 181,250 217,500 253,750
-------------------------------------------------------------------------------------
550,000 119,625 159,500 199,375 239,250 279,125
-------------------------------------------------------------------------------------
650,000 141,375 188,500 235,625 282,750 329,875
-------------------------------------------------------------------------------------
700,000 152,250 203,000 253,750 304,500 355,250
-------------------------------------------------------------------------------------
800,000 174,000 232,000 290,000 348,000 406,000
-------------------------------------------------------------------------------------
900,000 195,750 261,000 326,250 391,500 456,750
-------------------------------------------------------------------------------------
1,000,000 217,500 290,000 362,500 435,000 507,500
-------------------------------------------------------------------------------------
1,200,000 261,000 348,000 435,000 522,000 609,000
-------------------------------------------------------------------------------------
</TABLE>
The 1995 compensation of Messrs. Ginn, Cox, Christensen, Sarin and Gyani
covered by the pension plans was $150,000, $695,000, $450,000, $422,705 and
$330,934 respectively. As of December 31, 1995, the years of service of Messrs.
Ginn, Cox, Christensen, Sarin and Gyani for purposes of calculating a pension
benefit, were 34, 30, 7, 9 and 16, respectively.
Under one of the Company's nonqualified pension plans, eligible officers
who terminate after attaining age 55 and completing 10 years of service as an
officer are entitled to a minimum pension of 45% of average annual compensation.
This minimum pension is increased by an additional 1% per year, up to a maximum
of 50% at 15 or more years of service as an officer. As is required under
special terms of his employment contract, the age-55 threshold for eligibility
for the minimum pension benefit is waived for Mr. Cox if his employment is
involuntarily terminated for any reason other than cause, death or disability.
As of December 31, 1995, the completed years of service of Messrs. Cox,
Christensen, and Sarin that are credited under the minimum pension provisions
were 11, 8, and 6, respectively.
Pursuant to a separate agreement with Mr. Christensen that provides for
special minimum benefits under the Company's pension plans, Mr. Christensen will
receive aggregate pension benefits equal to 38% of his average annual
compensation.
13
<PAGE> 16
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT OR
CHANGE-IN-CONTROL ARRANGEMENTS
The Company has entered into employment agreements with each of the Named
Executive Officers that provide for specified payments in case of termination of
employment and, in Mr. Christensen's case, for certain relocation benefits.
Under her employment agreement Mrs. Gill was entitled to a guaranteed minimum
aggregate amount of salary and Short-Term Incentive Plan bonus of $400,000 in
each of the years 1994 and 1995. The agreements were approved by the C&P
Committee. The employment agreements have no fixed term and may be terminated by
either party upon one year's notice.
The amount payable upon termination of employment depends upon the type of
termination and whether it occurs after a "change in control." Regardless of
whether there has been a change in control, if an officer's employment is
involuntarily terminated for any reason other than cause, death or disability,
the Company will make a cash payment equal to one times base compensation, plus
100% of the standard award under the Short-Term Incentive Plan for that calendar
year. Also, the officer's health care and life insurance benefits are continued
for one year and, in the case of all of the Named Executive Officers, the
one-year period following termination counts as service for purposes of vesting
and exercise grace periods under all of the Company's option, restricted stock
and incentive plans. In addition, Mr. Cox will be entitled to special
eligibility terms for a minimum pension benefit, as is discussed under "Pension
Plan."
If the officer's employment ends in a "qualifying termination" within three
years after a "change in control," the Company will make a cash payment equal to
one times base compensation, plus 100% of the standard award under the
Short-Term Incentive Plan for that calendar year. For the Named Executive
Officers, the payment in these circumstances is equal to two times base
compensation, plus 200% of the standard award under the Short-Term Incentive
Plan for that calendar year. If the qualifying termination within three years
after a change in control is a termination by the Company for any reason other
than cause, death or disability, these payments are in addition to the payment
that is usually made in these circumstances.
A "qualifying termination" is an involuntary termination by the Company for
any reason, or a "constructive termination," which means a material reduction in
salary or benefits, a material change in responsibilities, or a requirement to
relocate that would increase the officer's one-way commute distance by more than
40 miles. For the Named Executive Officers, a "qualifying termination" also
includes a voluntary termination during the 13th month after the change in
control.
A "change in control" is defined generally as (1) the acquisition of 50% or
more of the securities of the Company; (2) a change in the composition of the
Company's Board of Directors so that fewer than two-thirds of the directors are
"continuing directors;" (3) the direct or indirect acquisition of 20% or more of
the securities of the Company without the approval of a majority of the
continuing directors; or (4) certain mergers, consolidations, sales or
liquidations of substantially all of the assets of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has provided a $100,000 loan to Mr. Hazen under the Company's
equity purchase program, to finance the purchase of $100,000 worth of the
Company's Common Stock. The term of the loan is five years, with an option to
extend for an additional five years. Final maturity is ten years or, if earlier,
30 days following the borrower's resignation from the Board. No interim payments
are otherwise due. The interest rate for such loan is 6%, which was established
at the time the loan was made and will be reset if the loan is renewed for an
additional five years. The interest rate was determined using the greater of the
mid-term, adjusted Applicable Federal Rate, as published by the Internal Revenue
Service, or the Company's cost of funds, currently equivalent to the five-year
Treasury rate plus 85 basis points, but in no event higher than permitted under
the California usury laws (10%). Interest will compound annually and be paid at
the end of each five-year term. The principal and interest balance at December
31, 1995 was $111,152.39.
Mrs. Gill's sister-in-law is Vice President and General Counsel of U.S.
Computer Services. AirTouch Paging, a subsidiary of the Company, entered into an
agreement with U.S. Computer Services d/b/a International Billing Services on
January 23, 1995 (the "Agreement"). The Agreement provides for printing and
mailing services of monthly billing statements to customers of AirTouch Paging.
The Agreement is for a five-year term with approximately $1.2 million in minimum
annual fees.
14
<PAGE> 17
Mr. Rock's wife is a partner in the law firm of Pillsbury Madison & Sutro
LLP, which provides legal services to the Company and certain of its
subsidiaries.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF PRICE
WATERHOUSE LLP.
The Board of Directors, upon recommendation of the Audit Committee, has
appointed the firm of Price Waterhouse LLP, independent accountants to audit the
financial statements of the Company for 1996. The Board of Directors recommends
that the stockholders vote "FOR" such ratification. If the stockholders do not
ratify this appointment, other certified public accountants will be considered
by the Board of Directors upon recommendation of the Audit Committee.
For the year 1995, Price Waterhouse LLP audited the financial statements of
the Company and some of its subsidiaries, and provided other audit services to
the Company in connection with Securities and Exchange Commission filings, the
review of interim financial statements and audits of pension and other employee
benefit plans.
One or more members of the firm are expected to be present at the Meeting
and will have the opportunity to make a statement if they desire to do so and to
respond to appropriate questions.
The Company has chosen not to extend the engagement of Coopers & Lybrand
L.L.P. effective July 1, 1995 as the Company's independent auditors. To effect
an orderly transition Coopers & Lybrand L.L.P. provided services to the Company
in connection with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.
The reports of Coopers & Lybrand L.L.P. on the Company's consolidated
financial statements for each of the two fiscal years ended December 31, 1993
and December 31, 1994, contained no adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
The decision to change independent auditors was recommended by the
Company's Audit Committee and approved by the Board of Directors.
During the Company's two most recent fiscal years and through June 30,
1995, the Company had no disagreements with Coopers & Lybrand L.L.P. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of Coopers & Lybrand L.L.P., would have caused them to make
reference thereto in their report on the consolidated financial statement of the
Company for such years.
During the Company's two most recent fiscal years and through June 30,
1995, the Company had no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company requested that Coopers & Lybrand L.L.P. furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agreed with the above statements. A copy of that letter dated July 6, 1995 was
filed as Exhibit 16 to a Form 8-K filed with the Securities and Exchange
Commission on July 7, 1995.
The Company engaged Price Waterhouse LLP as its new independent accountant
effective July 1, 1995.
During the Company's two fiscal years ended December 31, 1993 and December
31, 1994 and through the date of engagement of Price Waterhouse LLP, the Company
had not consulted with Price Waterhouse LLP regarding any of the matters
specified in Item 304(a)(2) of Regulation S-K.
OTHER MATTERS
The proxy card, in addition to voting choices specifically marked, and
unless otherwise indicated by the stockholder, confers discretionary authority
on the named proxy holders to vote on any matter that properly comes before the
Meeting which is not described in these proxy materials. At the time this proxy
statement
15
<PAGE> 18
went to press, the Company knew of no other matters which might be presented for
stockholder action at the Meeting.
To be eligible for inclusion in the Company's 1997 proxy statement,
stockholder proposals must be received at the Company's principal executive
offices no later than December 12, 1996.
If a stockholder desires to bring business before the Meeting which is not
the subject of a proposal timely submitted for inclusion in the proxy statement,
the stockholder must follow procedures outlined in the Company's By-Laws. One of
the procedural requirements in the By-Laws is timely notice to the Company in
writing of the business the stockholder proposes to bring before the Meeting. A
copy of these procedures is available upon request from the Secretary of the
Company, One California Street, San Francisco, California 94111. It should be
noted that these By-Law procedures govern proper submission of business to be
put before a stockholder vote and do not preclude discussion by any stockholder
of any business properly brought before the Meeting.
If a stockholder wants to nominate a person for election to the Board of
Directors other than a director nominated by the Nominating Committee, the
Stockholder must follow procedures outlined in the Company's By-Laws. One of the
procedural requirements in the By-Laws is timely notice to the Company in
writing of the proposed nomination to be made at the Meeting. A copy of the
By-Laws provision governing the requirements for the notice is available upon
request from the Secretary of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires certain
persons, including the Company's directors and officers to file reports of
ownership and changes in ownership of the Company's securities with the
Securities and Exchange Commission. Based upon the Company's review of the
reporting forms received by it and written representations from certain persons
that no Form 5 reports were required to be filed by those persons, the Company
believes that all filing requirements applicable to its directors, officers and
10% stockholders were complied with for fiscal year 1995, except by a trust
established by the now deceased parents of Mr. Cox, of which Mr. Cox was a
Trustee in 1995. This trust inadvertently filed its Form 3 late. The Form was
due when the trust received Company stock pursuant to the Company's Spin-off
from Telesis.
SOLICITATION OF PROXIES
The Company will pay all costs of distribution and solicitation of proxies.
Brokers, nominees, fiduciaries and other custodians will be reimbursed their
reasonable fees and expenses incurred in forwarding proxy materials to
beneficial owners. Georgeson & Co., New York, has been retained at an estimated
cost of $14,000, plus reasonable out-of-pocket expenses, to assist in the
solicitation of proxies. This solicitation will be by mail, telephone, and other
means.
By Order of the Board of Directors,
/s/ Margaret G. Gill
- - -------------------------------------
Margaret G. Gill
Senior Vice President
Legal, External Affairs and Secretary
16
<PAGE> 19
(LOGO) Printed on Recycled Paper
<PAGE> 20
ADMISSION TICKET
[AIRTOUCH COMMUNICATIONS LOGO]
ANNUAL MEETING OF STOCKHOLDERS
JUNE 13, 1996
THE TSAKOPOULOS LIBRARY GALLERIA AT THE
SACRAMENTO PUBLIC LIBRARY
828 I STREET
SACRAMENTO, CA 95814
- - --------------------------------------------------------------------------------
[AIRTOUCH COMMUNICATIONS LOGO] PROXY/VOTING INSTRUCTION CARD
- - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AIRTOUCH COMMUNICATIONS, INC.
FOR THE ANNUAL MEETING ON JUNE 13, 1996
I(we) hereby authorize Sam Ginn or Margaret G. Gill, or one of them, and each
with the power to appoint his or her substitute, to vote as Proxy for me (us)
at the Annual Meeting of Stockholders to be held at The Tsakopoulos Library
Galleria, Sacramento Public Library 828 I Street, Sacramento, CA 95814 on
June 13, 1996 at 10:30 AM, or any adjournment or postponement thereof, the
number of shares which I(we) would be entitled to vote if personally present.
The proxies shall vote subject to the directions indicated on the reverse side
of this card and proxies are authorized to vote in their discretion upon such
other business as may properly come before the meeting and any adjournments or
postponements thereof. THE PROXIES WILL VOTE AS THE BOARD OF DIRECTORS
RECOMMENDS WHERE I(WE) DO NOT SPECIFY A CHOICE.
THIS CARD ALSO CONSTITUTES YOUR VOTING INSTRUCTIONS FOR SHARES HELD OF RECORD
IN THE AIRTOUCH COMMUNICATIONS, INC. RETIREMENT PLAN, THE PACIFIC TELESIS GROUP
SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES AND THE PACIFIC
TELESIS GROUP SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN FOR NON-SALARIED
EMPLOYEES (THE "PLANS") AND I HEREBY AUTHORIZE THE RESPECTIVE TRUSTEES OF THE
PLANS TO VOTE MY SHARES HELD IN MY ACCOUNTS
AirTouch Communications, Inc.
P.O. Box 11996
NEW YORK, N.Y. 10203-0996
(To be continued and signed
on the reverse side.)
<PAGE> 21
[AIRTOUCH COMMUNICATIONS LOGO]
Sam Ginn
Chairman and Chief Executive Officer
April 1996
Dear Stockholder:
Enclosed is AirTouch Communications' 1995 Annual Report and Proxy
Statement relating to our 1996 Annual Stockholders' Meeting. As our
Annual Report describes, we stepped up the pace last year, adding a
record number of new customers while continuing our global expansion.
The 1996 Annual Meeting will be held in Sacramento on Thursday, June 13
at 10:30 am. The location is the Tsakopoulos Library Galleria at the
Sacramento Public Library. If you plan to attend, be sure to bring the
admission ticket to the meeting. The admission ticket is printed on the
back of this form.
Your vote is important, so whether or not you plan to attend the
meeting, please take time to complete and return the attached proxy
card.
Sincerely,
/s/ Sam Ginn
Sam Ginn
DETACH PROXY CARD HERE
- -
- - -------------------------------------------------------------------------------
<TABLE>
<S> <C>
1. Election of Directors 2. Ratification of the appointment of accountants.
The Board of Directors recommends a vote "FOR" the nominees The Board of Directors recommends a vote "FOR" the
listed below: appointment of accountants.
(Nominees: Carol A. Bartz, C. Lee Cox, Paul Hazen)
For / / Withheld / / Exceptions* / / For / / Against / / Abstain / /
*Exceptions Check here if you
-------------------------------------------------
To vote your shares for all Director nominees, mark the "For" - plan to attend the Annual Meeting / /
box on Item 1. To withhold your votes for all nominees, mark
the "Withheld" box. If you do not wish your shares voted for - want to stop receiving more than
a particular nominee, mark the "Exceptions" box and enter the one Annual Report to this address / /
name(s) of the exception(s) in the space provided. Such a mark
will be deemed a vote "FOR" all nominees other than those - have a change of address on this card / /
listed as exceptions. (Indicate address change below)
3. In their discretion, the Proxies are authorized to vote upon such - want your vote kept confidential / /
other business as may properly come before the meeting or any
adjournment or postponement thereof. Please sign name exactly as it appears on this card.
Joint owners should each sign. Attorneys, trustees,
executors, administrators, custodians, guardians or
corporate officers should give full title.
DATE
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SIGNATURE
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SIGNATURE
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SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED VOTES MUST BE INDICATED / /
ENVELOPE. (X) IN BLACK OR BLUE INK.
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