<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
COMMUNICATIONS CENTRAL INC.
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(Name of Registrant as Specified In Its Charter)
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(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), 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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COMMUNICATIONS CENTRAL INC.
1150 NORTHMEADOW PARKWAY
SUITE 118
ROSWELL, GEORGIA 30076
December 16, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of Shareholders
of Communications Central Inc. (the "Company"), which will be held at 2:00 p.m.
Eastern Standard Time on Wednesday, January 8, 1997 at the Holiday Inn located
at 1075 Holcomb Bridge Road, Roswell, Georgia.
The principal business of the meeting will be to elect directors for the
ensuing year. During the meeting, we will also review the results of the past
year and report on significant aspects of our operations to date during the 1997
fiscal year.
Whether or not you plan to attend the Annual Meeting, please complete,
sign, date and return the enclosed proxy card in the postage-prepaid envelope
provided so that your shares will be represented at the meeting. If you decide
to attend the meeting, you may, of course, revoke your proxy and personally cast
your votes.
Sincerely yours,
/s/ Rodger L. Johnson
Rodger L. Johnson
On behalf of the Board of Directors
<PAGE>
COMMUNICATIONS CENTRAL INC.
1150 NORTHMEADOW PARKWAY
SUITE 118
ROSWELL, GEORGIA 30076
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1996 Annual Meeting of Shareholders of Communications Central Inc. (the
"Company") will be held at 2:00 p.m. Eastern Standard Time on Wednesday, January
8, 1997 at the Holiday Inn located at 1075 Holcomb Bridge Road, Roswell,
Georgia. The meeting is called to elect directors for the ensuing year and to
transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on December 4, 1996 as
the record date for the purpose of determining the shareholders who are entitled
to notice of and to vote at the meeting and any adjournments or postponements
thereof.
On behalf of the Board of Directors,
/s/ Rodger L. Johnson
Rodger L. Johnson
President and Chief Executive Officer
December 16, 1996
Roswell, Georgia
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES WILL BE
REPRESENTED.
<PAGE>
COMMUNICATIONS CENTRAL INC.
1150 NORTHMEADOW PARKWAY
SUITE 118
ROSWELL, GEORGIA 30076
PROXY STATEMENT
This Proxy Statement is furnished by and on behalf of the Board of Directors of
Communications Central Inc. (the "Company" or "CCI") in connection with the
solicitation of proxies for use at the Annual Meeting of Shareholders of the
Company to be held at 2:00 p.m. Eastern Standard Time on Wednesday, January 8,
1997 at the Holiday Inn, Roswell, Georgia, and at any adjournments or
postponements thereof (the "Annual Meeting"). This Proxy Statement and the
enclosed proxy card will be first mailed on or about December 16, 1996 to the
Company's shareholders of record on the Record Date, as defined below.
THE BOARD OF DIRECTORS URGES YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
SHARES ENTITLED TO VOTE
Proxies will be voted as specified by the shareholder or shareholders granting
the proxy. Unless contrary instructions are specified, if the enclosed proxy
card is executed and returned (and not revoked) prior to the Annual Meeting, the
shares of the common stock, $.01 par value per share (the "Common Stock"), of
the Company represented thereby will be voted FOR the election as directors of
the nominees listed in this Proxy Statement. The submission of a signed proxy
will not affect a shareholder's right to attend and to vote in person at the
Annual Meeting. A shareholder who executes a proxy may revoke it at any time
before it is voted by filing with the Secretary of the Company either a written
revocation or an executed proxy bearing a later date or by attending and voting
in person at the Annual Meeting.
Only holders of record of Common Stock as of the close of business on December
4, 1996 (the "Record Date") will be entitled to vote at the Annual Meeting. As
of the close of business on the Record Date, there were 6,054,556 shares of
Common Stock (the "Shares") outstanding. Holders of Shares authorized to vote
are entitled to cast one vote per Share on all matters. The holders of a
majority of the Shares entitled to be voted must be present or represented by
proxy to constitute a quorum. Shares as to which authority to vote is withheld
will be counted in determining whether a quorum exists.
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Under Georgia law, directors are elected by the affirmative vote, in person or
by proxy, of a plurality of the shares entitled to vote in the election at a
meeting at which a quorum is present. Only votes actually cast will be counted
for the purpose of determining whether a particular nominee received more votes
than the persons, if any, nominated for the same seat on the Board of Directors.
With respect to any other matters that may come before the Annual Meeting, if
proxies are executed and returned, such proxies will be voted in a manner deemed
by the proxy representatives named therein to be in the best interests of the
Company and its shareholders.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Company's Amended and Restated Bylaws provide that the Company shall have at
least three and not more than eleven directors, the exact number to be fixed by
resolution of the Board of Directors from time to time. The Board has fixed the
number of directors at seven. There is currently one vacancy on the Board. The
Board is seeking a qualified candidate to fill the vacancy and may add
additional Board members if it locates more than one candidate with the business
acumen and depth of experience necessary to make a significant contribution to
the management of the Company.
The current terms of all existing directors expire upon the election and
qualification of the directors to be elected at this Annual Meeting. The Board
of Directors has nominated Robert C. Fisher, Jr., Paul R. Griffiths, Rodger L.
Johnson, Richard W. Oliver, Peter A. Schober and Ronald C. Warrington for
election to the Board of Directors at the Annual Meeting, each to serve until
the 1997 annual meeting of shareholders and until their successors are duly
elected and qualified.
All Shares represented by properly executed proxies received in response to this
solicitation will be voted for the election of directors as specified therein by
the shareholders. Unless otherwise specified in the proxy, it is the intention
of the persons named on the enclosed proxy card to vote FOR the election of the
nominees listed in this Proxy Statement to the Board of Directors. Each nominee
has consented to serve as a director of the Company if elected. If at the time
of the Annual Meeting any nominee is unable or declines to serve as a director,
the discretionary authority provided in the enclosed proxy card may be exercised
to vote for a substitute candidate designated by the Board of Directors. The
Board of Directors has no reason to believe that any of its nominees will be
unable or will decline to serve as a director.
Shareholders may withhold their votes from the entire slate of nominees by so
indicating in the space provided on the enclosed proxy card. Shareholders may
withhold their votes from any particular nominee by writing that nominee's name
in the space provided for that purpose on the enclosed proxy card.
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Set forth below is certain information furnished to the Company by each nominee.
Director Nominee Biographical Information
- - -----------------------------------------
ROBERT C. FISHER, JR.
Age: 37
ROBERT C. FISHER, JR. has served as a director of the Company since April 1991.
In February 1985, Mr. Fisher joined Massey Burch Investment Group, Inc., a
Nashville, Tennessee based venture capital firm, and served as an officer of
that firm from July 1987 to July 1995. Since July 1995, Mr. Fisher has served
as the Chief Operating Officer of Corporate Supply Network, Inc., a company that
operates a network linking office supply dealers and manufacturers. Mr. Fisher
also serves on the board of directors of PMT Services, Inc., a publicly-held
credit card payment processor.
PAUL R. GRIFFITHS
Age: 43
PAUL R. GRIFFITHS has served as a director of the Company since October 1993.
He is a director of J. Rothschild Capital Management Limited, having joined that
firm in October 1992. J. Rothschild Capital Management Limited is the
investment manager of RIT Capital Partners plc, one of the Company's principal
shareholders. Prior to serving in that position, Mr. Griffiths was a director
of Baring Capital Investors Limited, the advisor to a series of partnerships
investing primarily in Western Europe, from December 1989 to March 1992. From
May 1983 to December 1989, Mr. Griffiths was an investment executive with 3i
Group plc, a British venture capital company.
RODGER L. JOHNSON
Age: 48
RODGER L. JOHNSON was named as the Company's President and Chief Executive
Officer and appointed to the Board of Directors on November 6, 1995. Prior to
joining the Company, Mr. Johnson served as the President and Chief Executive
Officer of JKC Holdings, Inc., a consulting company providing advice to the
information processing industry. In that capacity, Mr. Johnson also served as
the Chief Operating Officer of Infomed Systems, Inc., a publicly-held medical
software manufacturer. Before founding JKC Holdings, Inc., Mr. Johnson served
for approximately eight years as the President and Chief Operating Officer and
as the President and Chief Executive Officer of Brock Control Systems, Inc., a
publicly-held sales and marketing software provider.
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RICHARD W. OLIVER
Age: 50
RICHARD W. OLIVER has served as a director of the Company since October 1993 and
served as the Company's Interim Chief Executive Officer from May 1995 to August
1995. Since January 1992, Mr. Oliver has been a Professor of Management at the
Owen Graduate School of Management, Vanderbilt University, Nashville, Tennessee.
From May 1976 to January 1992, Mr. Oliver served in a series of marketing
capacities with Northern Telecom, including Vice President, Business and
Residential Services, Vice President, Corporate Marketing and as a special
assistant to the Chairman and Chief Executive Officer. Mr. Oliver serves on the
boards of directors of Applied Innovations Inc., Comptronix, Inc. and First
Union National Bank of Tennessee.
PETER A. SCHOBER
Age: 37
PETER A. SCHOBER has served as a director of the Company since April 1991 and
served as the Company's Interim Chief Executive Officer from September 1995 to
November 6, 1995. Mr. Schober is a founding General Partner of MVP Ventures,
which was formed in January 1989. MVP Ventures is a venture capital firm with a
focus on companies in the information technology field, including the wireless
and services sectors. From September 1986 to December 1988, Mr. Schober was an
associate with TVM Techno Venture Management, a technology-oriented venture
capital firm with offices in Munich, Germany and Boston, Massachusetts.
RONALD C. WARRINGTON
Age: 37
RONALD C. WARRINGTON, a director of the Company since October 1993, has been a
principal of Energy and Environmental Economics, Inc. since November 1996. From
June 1995 until October 1996, Mr. Warrington was a principal of New Health
Ventures, an affiliate of Blue Cross/Blue Shield of Massachusetts that makes
investments in technology-based companies in the healthcare industry. From
August 1993 to June 1995, Mr. Warrington was a consultant for CSC/Index, a
consulting firm with top-tier clients in telecommunications and other
industries. Previously Mr. Warrington served as President and Chief Operating
Officer of United States Public Communications, Inc., whose assets were acquired
by the Company in 1992. From 1987 to 1991, Mr. Warrington was President of
Warrington Development Corporation, a private investment and development firm.
From 1983 to 1987, Mr. Warrington served in various positions for the Chase
Manhattan Bank, New York, New York.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE ELECTION AS
DIRECTORS OF THE NOMINEES LISTED ABOVE.
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ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
- - --------------------------------------------------------
The Company's Board of Directors held ten meetings during the fiscal year ended
June 30, 1996 ("fiscal 1996"). During fiscal 1996, the Board had an Audit
Committee, a Compensation Committee, and, for the first several months of fiscal
1996, an Executive Committee. The Company does not have a Nominating Committee.
All of the directors of the Company attended at least 75% of the aggregate
number of meetings of the Board and the committees of the Board on which they
served that were held during their term as a director of the Company, except Mr.
Oliver and Mr. Griffiths who attended 70 % and 60%, respectively.
Since October 1995, the Audit Committee has consisted of Messrs. Fisher and
Schober, with Mr. Fisher serving as Chairman. The responsibilities of the Audit
Committee include, in addition to such other duties as the Board may specify,
reviewing and making recommendations to the Board regarding the Company's
employment of independent auditors, the annual audit of the Company's financial
statements and the Company's internal accounting practices and policies. The
Audit Committee did not meet during fiscal 1996. If the director nominees
proposed by the Company are elected, the Audit committee will continue to
consist of Messrs. Fisher (Chairman) and Schober.
Since October 1995, the Compensation Committee has consisted of Messrs.
Warrington and Fisher, with Mr. Warrington serving as Chairman. The
responsibilities of the Compensation Committee include, in addition to such
other duties as the Board may specify, making recommendations to the Board
regarding compensation arrangements for senior management of the Company
(including annual bonus compensation), the adoption of any compensation plans in
which management is eligible to participate and the grants of stock options or
other benefits under such plans. The Compensation Committee met four times
during fiscal 1996. If the director nominees proposed by the Company are
elected, the Compensation Committee will continue to consist of Messrs.
Warrington (Chairman) and Fisher.
The Executive Committee was created in April 1995 and through October 1995,
consisted of Messrs. Schober (Chairman) and Warrington. On October 11, 1995,
the Executive Committee was eliminated. The responsibilities of the Executive
Committee included, in addition to such other duties as the Board of Directors
specified, making decisions regarding the strategic direction of the Company and
providing guidance to the management of the Company with respect to the
implementation of its strategic directives. The Executive Committee also
conducted the executive search for Rodger L. Johnson, the Company's Chief
Executive Officer.
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During fiscal 1996, all directors of the Company except Mr. Johnson were
considered non-employee directors and received an annual retainer of $12,000, a
fee of $3,000 for each day on which they attended a Board meeting in person and
$500 for each committee or telephonic Board meeting participated in by the
director. All directors are reimbursed for expenses incurred in connection with
their attendance at Board and committee meetings. During fiscal 1994, 1995 and
1996, the Company maintained the Communications Central Inc. Stock Option Plan
for Directors (the "Directors Plan") that permitted non-employee directors to
elect to receive their annual director compensation in the form of options to
purchase shares of Common Stock of the Company. The Directors Plan was
terminated by the Board of Directors effective for fiscal year beginning July 1,
1996.
EXECUTIVE OFFICERS
- - ------------------
The executive officers of the Company serve at the discretion of the Board of
Directors and presently include Mr. Johnson, Robert E. Bowling, C. Douglas
McKeever, Anthony J. Palermo and Barry E. Selvidge. Set forth below is certain
information furnished by each of Messrs. Bowling, McKeever, Palermo and
Selvidge. See "Director Nominee Biographical Information" for information about
Mr. Johnson.
ROBERT E. BOWLING
Age: 39
ROBERT E. BOWLING has served as the Company's Vice President, Operations and
General Manager of InVision since December 1995. Mr. Bowling has been with the
Company since August, 1994 and has been involved in the telecommunications
industry since 1975. Prior to joining the Company, Mr. Bowling served as the
Executive Vice President of InVision Telecommunications, Inc., a company whose
assets were acquired by CCI in July 1994, and as the Vice President of
Operations of Americall Systems. Mr. Bowling also held positions with Contel of
Kentucky and Advanced Telecommunications Corporation. Mr. Bowling's experience
includes network design, planning and management and switching operations.
C. DOUGLAS McKEEVER
Age: 52
C. DOUGLAS McKEEVER was named the Company's Vice President, Finance in February
1996. Prior to joining the Company, Mr. McKeever's career encompassed various
financial positions, including more than 20 years with NationsBank of Georgia,
N.A., where he served as the Senior Vice President Commercial Lending and
directed the bank's Technology Financing Group. From February 1994 through
November 1995, Mr. McKeever served as the Internal Financial Officer of Harry's
Farmers Market. Mr. McKeever also served as the Chairman of the Finance
Committee and as a member of the Board of Directors of Scitrek from 1989 through
1991.
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ANTHONY J. PALERMO
Age: 42
ANTHONY J. PALERMO has served as the Company's Vice President of Sales and
Marketing since January 1996. Prior to joining the Company, Mr. Palermo served
as the Managing Partner of Interactive Advisory Corporation from November 1994
to December 1995. From February 1989 to November 1994, Mr. Palermo served in
various capacities at Brock Control Systems, Inc., including Chief Operating
Officer, Executive Vice President, Services, and Vice President, Sales and
Marketing. From May 1985 to February 1989, Mr. Palermo served as the Vice
President, Marketing for Interactive Financial Services, Inc.
BARRY E. SELVIDGE
Age: 38
BARRY E. SELVIDGE served as the Company's General Counsel from August 1991 to
December 1993 and has served as Vice President, Regulatory Affairs and General
Counsel since December 1993. In July 1995, he was named the Company's
Secretary. From January 1989 to August 1991, he was a member of the law firm of
Messer, Vickers, Caparello, French, Madsen & Lewis of Tallahassee, Florida,
where he practiced administrative and appellate law and represented the American
Public Communications Council ("APCC"), the Florida Pay Telephone Association
and various other telecommunications clients. The APCC is an organization, of
which CCI is a member, that is comprised of companies that manufacture, sell and
manage payphone products and services in competition with the local exchange
companies. In August 1995, Mr. Selvidge was named Chairman of the Board of
Directors of the APCC. Mr. Selvidge also founded, and from 1986 to 1988 served
in various executive capacities with, "Payphone Exchange" magazine, which
covered the public communications market.
EMPLOYMENT AGREEMENT
- - --------------------
On November 6, 1995, Communications Central of Georgia, Inc. ("CCG"), a wholly-
owned subsidiary of the Company, entered into an Employment Agreement with Mr.
Johnson pursuant to which Mr. Johnson serves as the President and Chief
Executive Officer of CCG and the Company. The Employment Agreement provides
that Mr. Johnson will serve for a period of two years, with automatic successive
one year renewal periods thereafter unless the Employment Agreement is
terminated by CCG or Mr. Johnson. Mr. Johnson receives a base salary of
$228,000 per year, subject to periodic increases at the discretion of the
Compensation Committee of the Board of Directors, and will be eligible to
receive an annual bonus equal to a percentage of his base salary. The
Employment Agreement may be terminated by CCG at any time for cause or for any
reason upon 60 days prior written notice. Mr. Johnson may terminate the
Employment Agreement at any time if his health should become seriously impaired
or for any reason upon 60 days prior written notice.
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In connection with the execution of the Employment Agreement described above,
the Company entered into a Stock Option Agreement dated as of November 6, 1995
with Mr. Johnson pursuant to which Mr. Johnson was granted an option to purchase
up to 500,000 shares of the Company's Common Stock, at an exercise price of
$6.50 per share. The option vested as to 74,999 shares on November 6, 1996 and
vests as to 225,001 shares in monthly increments beginning on December 1, 1996
and continuing through November 1, 1999. The option vests as to the remaining
200,000 shares if the price of the Company's Common Stock reaches and maintains
certain established target levels or on November 6, 2000 if Mr. Johnson is still
employed by the Company. The Option terminates on November 6, 2005 or, if
earlier, three months after the termination of Mr. Johnson's employment, except
in the case of his disability or death, in which cases the option terminates one
year after Mr. Johnson's retirement from the Company or his death, respectively.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
- - --------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's directors, executive officers and persons who own
beneficially more than 10% of the Company's Common Stock file reports of
ownership and changes in ownership of such stock with the Securities and
Exchange Commission (the "SEC") and the NASDAQ Stock Market. Directors,
executive officers and greater than 10% shareholders are required by SEC
regulations to furnish the Company with copies of all such forms they file. To
the Company's knowledge, based on a review of the copies of such reports
furnished to the Company, Messrs. Johnson, McKeever, Palermo, and Bowling filed
late Form 3 reports disclosing their initial statement of beneficial ownership
covering the grant of stock options and covering the ownership of Common Stock
and Mr. Selvidge filed late a Form 4 report covering the repricing of certain
stock options. Other than these late reports, to the Company's knowledge, based
solely on a review of copies of such forms and other representations provided to
the Company, the Company's directors, executive officers and greater than 10%
shareholders complied during fiscal 1996 with all applicable Section 16(a)
filing requirements. The Company has recently instituted new reporting
procedures in an effort to ensure that its directors and executive officers
satisfy all applicable Section 16(a) filing requirements.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information concerning (i) those persons known by
management of the Company to own beneficially more than 5% of the Company's
outstanding Common Stock, (ii) the directors and director nominees of the
Company, (iii) the executive officers named in the Summary Compensation Table
included elsewhere herein and (iv) all directors and executive officers of the
Company as a group. Except as otherwise indicated in the footnotes below, such
information is provided as of September 25, 1996. According to rules adopted by
the SEC, a person is the "beneficial owner" of securities if he or she has or
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shares the power to vote them or to direct their investment or has the right to
acquire beneficial ownership of such securities within 60 days through the
exercise of an option, warrant or right, the conversion of a security or
otherwise. Except as otherwise noted, the indicated owners have sole voting and
investment power with respect to shares beneficially owned. An asterisk in the
percent of class column indicates beneficial ownership of less than 1% of the
outstanding Common Stock.
<TABLE>
<CAPTION>
Amount and
Nature of
Name of Beneficial Percent of
Beneficial Owner Ownership Class
---------------- ---------- ----------
<S> <C> <C>
RIT Capital Partners plc/1/ 981,880 16.2%
Entities affiliated with MVP Ventures Group/2/ 432,661 7.2%
Entities affiliated with Massey Burch
Capital Corp./3/ 317,977 5.3%
Robert C. Fisher, Jr./4/ 9,748 *
Paul R. Griffiths/5/ 0 *
Richard W. Oliver/6/ 24,862 *
Peter A. Schober/7/ 9,656 *
Ronald C. Warrington/8/ 24,398 *
Rodger L. Johnson/9/ 74,998 *
R. Warren Oldham 0 *
All current directors, director nominees
and current executive officers as a group
(10 persons) 176,334 2.9%
</TABLE>
- - ----------
/1/ The business address of RIT Capital Partners plc is 27 St. James's Place,
London, England SWIA INR.
/2/ The business address of MVP Ventures Group ("MVP") and related entities is
45 Milk Street, Boston, Massachusetts 02109. Entities whose shares are
included with MVP's shares above include: (i) Chestnut III Ltd. Partnership
(54,997 shares held of record); (ii) Chestnut Capital International III
(73,177 shares held of record); (iii) Late Stage Fund 1990 Limited
Partnership (218,856 shares held of record); (iv) Late Stage Fund 1991
Limited Partnership (84,787 shares held of record); and (v) MVP Investors
Limited Partnership (844 shares held of record).
/3/ The business address of Massey Burch Capital Corp. ("Massey Burch") and
related entities is 310 25th Avenue North, #103, Nashville, Tennessee 37203.
Persons and entities whose shares are included with Massey Burch's shares above
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include: (i) Central Confederate Venture Fund Limited Partnership (17,977 shares
beneficially owned); and (ii) The Southern Venture Fund Limited Partnership
(300,000 shares beneficially owned). Certain investment management services with
respect to the foregoing investment partnerships are also provided by Massey
Burch Capital Corp., the principals of which are Donald M. Johnston, William F.
Earthman, III, Benjamin H. Gray, J. Donald McLemore, Jr. and Lucius E. Burch,
IV. Accordingly, the foregoing named principals and Massey Burch Capital Corp.
may be deemed to be the beneficial owners of shares owned by each of the
foregoing investment partnerships.
/4/ All of the shares listed for Mr. Fisher represent shares subject to
currently exercisable options.
/5/ Shares beneficially owned by Mr. Griffiths do not include 981,880 shares
beneficially owned by RIT Capital Partners plc. Mr. Griffiths is a director of
the investment manager of RIT Capital Partners plc. While Mr. Griffiths may be
deemed to be an "affiliate" of RIT Capital Partners plc, he disclaims beneficial
ownership of such shares.
/6/ Shares beneficially owned by Mr. Oliver include 2,000 shares owned by him
directly and 22,862 shares subject to currently exercisable options.
/7/ Shares beneficially owned by Mr. Schober include 844 shares beneficially
owned by MVP I Investors Limited Partnership, a limited partnership affiliated
with MVP, of which Mr. Schober is a principal, and 2,732 shares subject to
currently exercisable options. While Mr. Schober may be deemed to be an
"affiliate" of MVP, he disclaims beneficial ownership of such shares.
/8/ All of the shares listed for Mr. Warrington represent shares subject to
currently exercisable options.
/9/ All of the shares listed for Mr. Johnson represent shares subject to
currently exercisable options. Additional shares vest in monthly increments
beginning on December 1, 1996 and continuing through November 1, 1999. See
"Employment Agreement".
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REPORT ON EXECUTIVE COMPENSATION OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
To the Board of Directors and Shareholders:
Various members of the Board of Directors served on the Compensation Committee
(the "Committee") of the Board of Directors during fiscal 1996. At the outset
of fiscal 1996, the Committee consisted of Messrs. Schober and Warrington, with
Mr. Schober serving as Chairman. From June 1995 to October 1995, when the
Committee was reconstituted, Messrs. Schober and Warrington were significantly
involved in the negotiation of Mr. Johnson's employment arrangements, but
otherwise made no decisions regarding executive compensation for fiscal 1996.
In October 1995, Mr. Schober resigned from the Committee and was replaced by Mr.
Fisher, and Mr. Warrington assumed the position of Chairman of the Committee.
These members (i) made compensation decisions in December 1995 concerning
executive salaries for the balance of fiscal 1996, (ii) reaffirmed a formula-
based cash bonus program for key employees in December 1995, and (iii) granted
options to certain employees in January 1996. All of the directors named above
who participated in executive compensation decisions relating to fiscal 1996
have collectively prepared the following Report on Executive Compensation.
Compensation Philosophy. As directed by the Board of Directors, the Committee
- - -----------------------
endeavors to ensure that the compensation programs for executive officers of CCI
and its subsidiaries are effective in attracting and retaining key executives
responsible for the success of the Company and are administered appropriately to
promote the long-term interests of CCI and its shareholders. The Committee
seeks to align total compensation for senior management with corporate
performance and believes that the Company's overall financial performance should
be an important factor in the total compensation of CCI's executive officers.
At the executive officer level, the Committee generally observes the following
principles:
1. The Committee believes that a meaningful portion of total compensation
should consist of variable, performance-based components, such as stock
option awards and cash bonuses, which can be readily increased or decreased
to reflect changes in corporate and individual performance. For the
executive officers named in the Company's Summary Compensation Table, cash
incentive awards (not including sales commissions) were not granted for
fiscal 1996. However, cash incentive awards could have been granted had the
Company met all of the formula-based criteria for bonus awards described
herein under "Short-Term Incentive Compensation";
2. The Committee generally wants increases in total compensation to be
predicated on increases in the Company's earnings per share, the ultimate
reflection of value to the Company's shareholders; and
11
<PAGE>
3. The Committee believes it desirable for executive officers of the
Company to hold options as a means of aligning their interests with those
of the shareholders. The number of options granted to any particular
executive is based primarily on that person's position and responsibilities
within the Company, his or her performance in the most recent employment
period under review, the prior level of equity holdings of the officer and
the Committee's assessment of the officer's ability to contribute to the
continued long-term success of the Company.
The Committee believes that the combined effect of these principles is to
reinforce, in the minds of the Company's executive officers, the Board's
commitment to increasing profitability and enhancing shareholder value.
The Committee takes into account various qualitative and quantitative indicators
of corporate and individual performance in determining the level and composition
of compensation for the Chief Executive Officer ("CEO") and other executive
officers. Among other things, the Committee evaluates the total compensation of
these officers in light of information regarding the compensation practices of
other companies in the telecommunications industry. Certain of these companies
are included as part of the comparison group for which a Performance Graph is
presented in this Proxy Statement. However, the Committee does not target a
specific percentile range within the peer group compensation structure in
determining compensation for CCI's executive officers. The primary qualitative
factors used by the Committee to establish compensation levels for its executive
officers for fiscal 1996 are the Committee's subjective assessment of each
officer's experience and ability to contribute to the long-term objectives of
the Company.
In light of the Company's compensation philosophy, the components of its
executive compensation program consist of base salaries, short-term incentive
awards in the form of cash bonuses (including commissions for sales executives)
and long-term incentive awards in the form of stock options. The criteria used
to determine the level of each of these components of compensation is discussed
in more detail below.
Base Salaries. Base salaries for the CEO and other executive officers are
- - -------------
established at levels considered appropriate in light of the duties and scope of
responsibilities of each officer's position, as well as the salaries paid to
individuals in comparable positions at other companies in the telecommunications
industry. Salaries are reviewed periodically and adjusted as warranted to
reflect sustained individual officer performance. However, the Committee
focuses primarily on total annual compensation, including incentive awards,
rather than base salary alone, as the appropriate recognition of executive
officer performance and contribution. In that regard, the Committee consciously
decided to weigh the fiscal 1996 compensation packages of CCI's executives so
that short-term incentive compensation would potentially represent (if the
Company performed well) a greater percentage of total compensation than had
12
<PAGE>
previously been the case. The Committee intends to continue to emphasize the
short-term incentive compensation element as a percentage of total compensation
in fiscal 1997.
Short-Term Incentive Compensation. Variable, short-term, performance-based
- - ---------------------------------
incentive compensation, primarily in the form of bonuses (but also including
commissions to sales executives), is awarded in the following fiscal year based
on the performance of the Company and each executive in the prior fiscal year.
For fiscal 1996, the Committee utilized a formula pursuant to which 67% of each
executive's potential bonus was based upon growth in pre-tax, pre-bonus earnings
per share ("EPS") compared to the prior year, and 33% of the bonus was based
upon the Company's achievement of its total revenue objectives for the fiscal
year. Upon the Company's achievement of the specified objective (at varying
levels of percentage increases), the executive would be entitled to receive a
finite bonus payment. For fiscal 1996, the Company's EPS performance was not
sufficient to entitle any executive to receive a bonus based upon the EPS
criteria. However, the Company reached approximately 96.3% of its revenue
objective for fiscal 1996, entitling certain executives who remained employed
with the Company at the end of fiscal 1996 to a modest bonus based upon the
revenue criterion (the lesser of the two components).
The goal of the short-term incentive component of the Company's compensation
package is to place a significant portion of each officer's compensation at risk
to encourage and reward a high level of performance each year. As noted above,
the Committee intends to maintain this objective for fiscal 1997.
Long-Term Incentive Compensation - Stock Options. The goal of the long-term
- - ------------------------------------------------
incentive component of the Company's compensation package is to secure, motivate
and reward officers and align their interests with the interests of shareholders
through the grant of stock options. Under the Company's 1993 Employee Stock
Option Plan, the Committee is authorized to grant incentive and non-qualified
stock options to officers and key employees of the Company. The number of
options granted is based on the position held by the individual, his or her
performance, the prior level of equity holdings, and the Committee's assessment
of the individual's ability to contribute to the long-term success of the
Company. Although the committee considers such factors as the equity holdings
of officers and key employees relative to their position with the Company and
the aggregate equity holdings of management, the Committee does not apply any
quantitative formula in determining the number of options to grant and no
specific weight is given to any single factor. Many of the options issued by
the Company prior to fiscal 1996 had exercise prices that were substantially
greater than the market price of the Company's Common Stock. In light of this
fact, the Committee repriced the existing options of certain executives and key
employees on a selective basis during fiscal 1996 in order to maintain those
executives' incentive to perform in the long-term interests of the Company.
However, none of the Company's Named Executive Officers received the benefit of
any such option repricings. Options granted generally vest in equal annual
increments over a period of three years and terminate at the end of 10 years.
13
<PAGE>
Compensation of the Chief Executive Officer. The Company's Chief Executive
- - -------------------------------------------
Officer position was filled on an interim basis from the beginning of fiscal
1996 through November 6, 1996, when the services of Mr. Johnson were secured.
Mr. Richard W. Oliver, a member of the Board of Directors, served as the CEO on
an interim basis from May 24, 1995 to August 31, 1995, when he returned to his
regular position as a Professor of Management at the Owen Graduate School of
Management, Vanderbilt University. In light of Mr. Oliver's contribution as
well as his willingness to serve as the CEO on an interim basis on short notice,
the Committee paid Mr. Oliver a fee of $75,000 for his service on that basis and
a bonus of $25,000 at the end of Mr. Oliver's tenure as Interim CEO. Of this
amount, only $46,970 of salary (and none of Mr. Oliver's bonus) is attributable
to fiscal 1996. The fee was based on the Committee's estimate of what the
Company would have been required to pay a full-time CEO, including the cash
value of customary benefits. Mr. Peter A. Schober then served as the Interim
CEO from September 1, 1995 through November 6, 1995, and he then assisted Mr.
Johnson during a transitional period. For such service, and also for his
substantial contributions during the summer of 1995 as Chairman of the
Compensation Committee (a period during which Mr. Schober was heavily involved
in the selection of a permanent CEO and also involved in the day-to-day affairs
of the Company), Mr. Schober was paid a fee of $50,000.
The Committee established the base salary of Mr. Johnson at $228,000 per year,
subject to periodic increases at the discretion of the Committee. In addition,
the Committee agreed that Mr. Johnson would be eligible to receive an annual
bonus equal to a percentage of his base salary. The Committee is in the process
of developing certain target goals, the achievement of which will be the basis
for determining the annual bonus Mr. Johnson is eligible for. The Committee
also granted Mr. Johnson certain stock options under the Company's 1993 Employee
Stock Option Plan. Under the terms of his Option Agreement, Mr. Johnson was
granted an option to purchase up to 500,000 shares of the Company's Common
Stock, at an exercise price of $6.50 per share, which vest incrementally over a
five-year period. Mr. Johnson's compensation was established in accordance with
the Company's compensation philosophy set forth above. In determining Mr.
Johnson's salary for fiscal 1996, the Committee, in its subjective
determination, considered the level of compensation paid to chief executive
officers at comparable companies, as well as other factors, including Mr.
Johnson's business acumen and leadership skills as well as his ability to lead
the Company to its next level of achievement. For more information regarding
the terms of Mr. Johnson's compensation package, see "Employment Agreement".
Tax Considerations. Section 162(m) of the Internal Revenue Code limits the
- - ------------------
deductibility, in certain circumstances, of compensation paid to executives of
public companies in excess of $1 million. To the extent readily determinable
and as one of the factors in its consideration of compensation matters, the
Committee considers the anticipated tax treatment to the Company and to the
executives of various payments and benefits. Some types of compensation
payments and their deductibility (e.g., the spread on exercise of non-qualified
options) depend upon the timing of an executive's vesting or exercise of
previously granted rights. Further, interpretations of and changes in the tax
laws and other factors beyond the Committee's control also affect the
14
<PAGE>
deductibility of compensation. For these and other reasons, the Committee will
not necessarily in all circumstances limit executive compensation to that
deductible under Section 162(m). The Committee will consider various
alternatives to preserving the deductibility of compensation payments and
benefits to the extent reasonably practicable and to the extent consistent with
its other compensation objectives.
THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Ronald C. Warrington
Robert C. Fisher, Jr.
THE REPORT ON EXECUTIVE COMPENSATION OF THE COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE AS A RESULT OF
ANY GENERAL INCORPORATION BY REFERENCE OF THIS PROXY STATEMENT OR ANY PART
HEREOF IN THE COMPANY'S 1996 ANNUAL REPORT TO SHAREHOLDERS ON FORM 10-K.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- - -----------------------------------------------------------
During fiscal 1996, the Compensation Committee did not include any member of the
Board of Directors who at that time served as an officer or employee of the
Company. During fiscal 1996, no executive officer of the Company served as a
member of the board of directors of another entity, one of whose executive
officers served on the Company's Board of Directors during that year.
EXECUTIVE COMPENSATION TABLES
- - -----------------------------
TABLE I - SUMMARY COMPENSATION TABLE
The following table sets forth certain information required by the SEC relating
to various forms of compensation awarded to, earned by or paid to all
individuals serving as the Company's Chief Executive Officer during fiscal 1996
and one additional officer who earned more than $100,000 during fiscal 1996 but
was not serving as an executive officer at the end of fiscal 1996. Such
executive officers are hereinafter referred to as the Company's "Named Executive
Officers."
15
<PAGE>
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Annual Compensation ------------
------------------- Underlying
Securities All Other
Fiscal Salary Bonus Options/SARS Compensation
Name and Position Year ($) ($) (#) ($)
- - ----------------- ------ ------ ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Rodger L. Johnson 1996 152,000 -- 500,000/1/ 2,010/2/
President and Chief
Executive Officer
Richard W. Oliver/3/ 1996 46,970 -- 4,972 --
Interim Chief 1995 28,030 25,000 1,693 --
Executive Officer 1994 -- -- 16,197 --
Peter A. Schober/4/ 1996 20,000/5/ -- 6,810 30,000/5/
Interim Chief 1995 -- -- 1,423 --
Executive Officer 1994 -- -- 1,423 --
R. Warren Oldham 1996 105,507/6/ -- -- --
Vice President - 1995 173,266/6/ -- 7,000 --
Sales 1994 134,500/6/ 12,000 10,000 --
</TABLE>
- - ----------
/1/ The option granted to Mr. Johnson vested as to 74,999 shares on November 6,
1996 and vests as to 225,001 shares in monthly increments beginning on
December 1, 1996 and continuing through November 1, 1999. The option will
vest as to the remaining 200,000 shares if the price of the Company's
Common Stock reaches and maintains certain established target levels, or on
November 6, 2000 if Mr. Johnson is still employed by the Company. The
option terminates on November 6, 2005 or, if earlier, three months after
the termination of Mr. Johnson's employment, except in the case of his
disability or death, in which cases the option terminates one year after
Mr. Johnson's retirement from the Company or his death, respectively.
/2/ Represents payment for a life insurance policy on behalf of Mr. Johnson.
/3/ Mr. Oliver served as the Company's Interim Chief Executive Officer at the
beginning of fiscal 1996 (through August 31, 1995). Because he served in
such capacity during fiscal 1996, he is required to be shown in the table
above.
16
<PAGE>
/4/ Mr. Schober served as the Company's Interim Chief Executive Officer from
September 1, 1995 through November 6, 1996. Because he served in such
capacity during fiscal 1996, he is required to be shown in the table above.
/5/ Represents compensation for services rendered on behalf of the Company,
related to the recruitment of the Company's Chief Executive Officer and Mr.
Schober's services as Interim CEO.
/6/ Includes sales commissions in the amounts of $43,174, $93,266 and $54,500
earned in fiscal 1996, 1995 and 1994, respectively. Mr. Oldham's employment
with the Company ended on April 15, 1996.
TABLE II - OPTION GRANTS IN FISCAL 1996
The following table presents information regarding options to purchase shares of
the Company's Common Stock granted to the Company's Named Executive Officers
during fiscal 1996. The Company has no outstanding stock appreciation rights
("SARs"). In accordance with SEC rules, the table shows the hypothetical
"gains" or "option spreads" that would exist for the respective options based on
assumed rates of annual compound stock price appreciation of 5% and 10% from the
date the options were granted over the full option term.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
----------------------------- Value at Assumed
Annual
No. of % of Total Rates of Stock Price
Securities Options Exercise Option Term
Underlying Granted to or Base ---------------------
Options Employees Price Expiration 5% 10%
Name Granted During Year ($/Share) Date ($) ($)
- - ---- ---------- ----------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Mr. Johnson 500,000/1/ 76% $6.50 11/06/05 5,293,908 8,429,663
Mr. Oliver 4,972/2/ /3/ $4.63 7/01/05 37,498 59,709
Mr. Schober 6,810/2/ /3/ $4.63 7/01/05 51,360 81,782
Mr. Oldham N/A N/A N/A N/A N/A N/A
</TABLE>
- - ----------
/1/ The option granted to Mr. Johnson vested as to 74,999 shares on November 6,
1996 and vests as to 225,001 shares in monthly increments beginning on
December 1, 1996 and continuing through November 1, 1999. The option will
vest as to the remaining 200,000 shares if the price of the Company's
Common Stock reaches and maintains certain established target levels, or on
November 6, 2000 if Mr. Johnson is still employed by the Company. The
option terminates on November 6, 2005 or, if earlier, three months after
17
<PAGE>
the termination of Mr. Johnson's employment, except in the case of his
disability or death, in which cases the option terminates one year after
Mr. Johnson's retirement from the Company or his death, respectively.
/2/ All of these options were fully exercisable on July 1, 1996.
/3/ All of the options granted to Mr. Oliver and Mr. Schober were granted to
them in their capacity as a director pursuant to elections made by Mr.
Oliver and Mr. Schober to receive compensation for services as a director
in stock options instead of cash pursuant to the Communications Central
Inc. Stock Option Plan for Directors. Because such options were granted for
services as a director, they are not shown as a percentage of the options
granted as compensation to employees.
TABLE III - AGGREGATED OPTION EXERCISES IN FISCAL 1996 AND
YEAR-END OPTION VALUES FOR SUCH FISCAL YEAR
None of the Company's Named Executive Officers exercised any stock options
during fiscal 1996. The following table shows the number of shares of Common
Stock subject to exercisable and unexercisable stock options held by each of the
Named Executive Officers as of June 30, 1996. The table also reflects the
values of such options based on the positive spread between the exercise price
of such options and $7.75, which was the closing sales price of a share of the
Company's Common Stock reported on the Nasdaq Stock Market on June 28, 1996 (the
last trading day prior to the end of the Company's fiscal year).
<TABLE>
<CAPTION>
Number of Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired Value at Year-End(#)/1/ at Year-End ($)/2/
on Exercise Realized -------------------------- --------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- - ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Johnson 0 $0.00 0 500,000/3/ $ 0 $625,000
Mr. Oliver 0 $0.00 22,862 0 $71,329.44 $ 0
Mr. Schober 0 $0.00 9,656 0 $30,126.72 $ 0
Mr. Oldham 0 $0.00 0 0 $ 0 $ 0
</TABLE>
- - ----------
/1/ Includes options granted prior to fiscal 1996.
/2/ The value of unexercised in-the-money options at June 28, 1996 is
calculated as follows: [(Per Share Closing Sale Price on June 30, 1996) -
(Per Share Exercise Price)] x Number of Shares Subject to Unexercised
Options. The closing sale price reported by the NASDAQ National Market of
18
<PAGE>
the Company's Common Stock for June 28, 1996 (the last trading day prior to
the end of the Company's fiscal year) was $7.75 per share.
/3/ The option granted to Mr. Johnson vested as to 74,999 shares on November 6,
1996 and vests as to 225,001 shares in monthly increments beginning on
December 1, 1996 and continuing through November 1, 1999. The option will
vest as to the remaining 200,000 shares if the price of the Company's
Common Stock reaches and maintains certain established target levels, or on
November 6, 2000 if Mr. Johnson is still employed by the Company. The
option terminates on November 6, 2005 or, if earlier, three months after
the termination of Mr. Johnson's employment, except in the case of his
disability or death, in which cases the option terminates one year after
Mr. Johnson's retirement from the Company or his death, respectively.
19
<PAGE>
PERFORMANCE GRAPH
- - -----------------
The following indexed line graph indicates the Company's total return to
shareholders from December 16, 1993, the date on which the Company's Common
Stock began trading on the Nasdaq National Market, to June 30, 1996, as compared
to total return for the Nasdaq National Market and a Company-selected peer group
index consisting of Peoples Telephone Company, Inc., Davel Communications Group,
and PhoneTel Technologies, Inc. After a careful examination of the Company's
priorities, the Company elected to discontinue its telecommunications switch
during fiscal 1996. As a result of this change in operations, the Company has
elected to use a different peer group index in fiscal 1996 to present what
management believes to be a more meaningful comparison between the Company and
other companies in the same core business than the peer group index used in
fiscal 1995. A comparison of the Company's total return with that of both the
newly selected index and the index used in fiscal 1995, consisting of Peoples
Telephone Company, Inc., U.S. Long Distance Corp., Davel Communications Group,
Inc., Intellicall, Inc., Metrocall, Inc. and LCI International, Inc., is shown
below.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, NEW PEER GROUP AND BROAD MARKET
<CAPTION>
Measurement period ________ ________ ________
(Fiscal Year Covered) Company Index Index
- - --------------------- -------- -------- --------
<S> <C> <C> <C>
Measurement PT -
12/16/93 $100.00 $100.00 $100.00
FYE 06/30/94 $ 96.00 $ 57.55 $100.75
FYE 06/30/95 $ 70.00 $ 49.29 $118.17
06/30/96 $ 62.00 $ 52.35 $148.75
</TABLE>
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, OLD PEER GROUP AND BROAD MARKET
<CAPTION>
Measurement period ________ ________ ________
(Fiscal Year Covered) Company Index Index
- - --------------------- -------- -------- --------
<S> <C> <C> <C>
Measurement PT -
12/16/93 $100.00 $100.00 $100.00
FYE 06/30/94 $ 96.00 $ 81.82 $100.75
FYE 06/30/95 $ 70.00 $132.51 $118.17
06/30/96 $ 62.00 $239.76 $148.75
</TABLE>
20
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the Annual
Meeting. However, if any other matters are properly brought before the Annual
Meeting, the persons appointed in the accompanying proxy intend to vote the
shares represented thereby in accordance with their best judgment.
SOLICITATION OF PROXIES
The cost of the solicitation of proxies on behalf of the Company will be borne
by the Company. The Company has engaged Corporate Investor Communications, Inc.
to assist it in the proxy solicitation process and will pay this firm
approximately $2,500 for its services. In addition, certain directors, officers
and other employees of the Company may, without additional compensation except
reimbursement for actual expenses, solicit proxies by mail, in person or by
telecommunication. The Company will reimburse brokers, fiduciaries, custodians
and other nominees for out-of-pocket expenses incurred in sending the Company's
proxy materials to, and obtaining instructions relating to such materials from,
beneficial owners.
INDEPENDENT AUDITORS
The firm of Ernst & Young served as the Company's independent auditors for the
fiscal year ended June 30, 1996 and the Board of Directors has reappointed this
firm as the Company's independent auditors for the fiscal year ended June 30,
1997. A representative of this firm is expected to attend the Annual Meeting to
respond to questions from shareholders and to make a statement if he or she so
desires.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any proposal that a shareholder may desire to have included in the Company's
proxy material for presentation at the 1997 Annual Meeting must be received by
the Company at its executive offices at 1150 Northmeadow Parkway, Suite 118,
Roswell, Georgia 30076, Attention: Mr. Barry E. Selvidge, on or prior to August
19, 1997.
21
<PAGE>
ANNUAL REPORT
The Company's 1996 Annual Report to Shareholders (which is not part of the
Company's proxy soliciting material) is being mailed to the Company's
shareholders with this Proxy Statement.
On behalf of the Board of Directors,
/s/ Rodger L. Johnson
Rodger L. Johnson
President and Chief Executive Officer
December 16, 1996
Roswell, Georgia
22
<PAGE>
LOGO
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF COMMUNICATIONS CENTRAL INC.
The undersigned shareholder(s) of Communications Central Inc., a Georgia
corporation (the "Company"), hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders and Proxy Statement, each dated December 16,
1996, and hereby appoints Rodger L. Johnson and C. Douglas McKeever, or either
of them, proxies and attorneys-in-fact, with full power of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
1996 Annual Meeting of Shareholders of the Company to be held at 2:00 p.m.
Eastern Standard Time on Wednesday, January 8, 1997 at the Holiday Inn located
at 1075 Holcomb Bridge Road, Roswell, Georgia, and at any adjournment(s)
thereof, and to vote all shares of Common Stock which the undersigned would be
entitled to vote if then and there personally present, on the matters set forth
below:
(1) To elect the nominees listed below to serve as directors of the Company for
the ensuing year:
Robert C. Fisher, Jr., Paul R. Griffiths, Rodger L. Johnson, Richard W.
Oliver, Peter A. Schober and Ronald C. Warrington.
[_] FOR all nominees listed above, [_] WITHHOLD authority to vote for all
except as indicated below
Instruction: To withhold authority for any individual nominee, mark "FOR"
above, and write the name of the nominees as to whom you wish to withhold
authority in the space below:
-------------------------------------------------------------
(2) In their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment(s) thereof.
(continued on reverse side)
<PAGE>
LOGO
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY. This Proxy, when
properly executed, will be voted in accordance with the directions given by the
undersigned shareholder(s). IF NO DIRECTION IS MADE, IT WILL BE VOTED FOR THE
DIRECTOR NOMINEES NAMED IN ITEM (1) ABOVE AND AS THE PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
Dated:
----------------------------
----------------------------------
Signature
----------------------------------
(Signature if held jointly)
Title or authority (if
applicable)
NOTE: Please sign exactly as name
appears hereon. If shares are
registered in more than one name,
the signature of all such persons
is required. A corporation should
sign in its full corporate name
by a duly authorized officer,
stating his or her title. Trust-
ees, guardians, executors and ad-
ministrators should sign in their
official capacity, giving their
full title as such. If a partner-
ship, please sign in the partner-
ship name by an authorized per-
son.
