<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1996
REGISTRATION NO. 333-00122
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PALMER WIRELESS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4812 65-0456627
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
------------------------
12800 UNIVERSITY DRIVE
FORT MYERS, FLORIDA 33907-5333
(941) 433-4350
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
WILLIAM J. RYAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PALMER WIRELESS, INC.
12800 UNIVERSITY DRIVE
FORT MYERS, FLORIDA 33907-5333
(941) 433-4350
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copies to:
<TABLE>
<S> <C>
DAVID B.H. MARTIN, JR., ESQ. JOHN T. GAFFNEY, ESQ.
HOGAN & HARTSON L.L.P. CRAVATH, SWAINE & MOORE
555 THIRTEENTH STREET, N.W. 825 EIGHTH AVENUE
WASHINGTON, D.C. 20004 NEW YORK, NEW YORK 10019-7475
(202) 637-5600 (212) 474-1000
</TABLE>
_________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
This Amendment No. 3 is being filed solely to update the Exhibits to the
Registration Statement.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- --------------------------------------------------------------------------------------
<S> <C> <C>
1 -- Form of Underwriting Agreement(a)
3.1 -- Restated Certificate of Incorporation of the Company(b)
3.2 -- Bylaws of the Company(b)
4.1 -- A copy of the specimen certificate for shares of the Company's Class A Common Stock(b)
4.2 -- Registration Rights Agreement, dated March 21, 1995(b)
5 -- Opinion regarding legality of shares being registered
10.1 -- Tower Lease Agreement between FMT, Ltd., a subsidiary of the Company and PCI(b)
10.2 -- Computer Services Agreement dated March 21, 1995 between the Company and PCI(c)
10.3 -- Tax Consulting Agreement dated January 1, 1995 between the Company and PCI(b)
10.4 -- Transitional Management and Administrative Services Agreement dated March 21, 1995
between the Company and PCI(c)
10.5 -- PCI Non-Competition Agreement dated March 21, 1995 between the Company and PCI(c)
10.6 -- Employment Agreement dated March 21, 1995 between the Company and Mr. Ryan(c)
10.7 -- Employment Agreement dated March 21, 1995 between the Company and Mr. Engelhardt(c)
10.8 -- Employment Agreement dated March 21, 1995 between the Company and Mr. Wisehart(c)
10.9 -- Employment Agreement dated March 21, 1995 between the Company and Mr. Hensen(c)
10.10 -- Employment Agreement dated March 21, 1995 between the Company and Mr. Meehan(c)
10.11 -- Palmer Wireless, Inc. 1995 Stock Option Plan dated February 10, 1995(c)
10.12 -- Palmer Wireless, Inc. 1995 Directors Stock Option Plan dated February 10, 1995(c)
10.13 -- Palmer Wireless, Inc. Employee Stock Purchase Plan dated October 27, 1995(d)
10.14 -- Palmer Wireless, Inc. Director Stock Purchase Plan dated October 27, 1995(d)
10.15 -- Service Mark Licensing Agreements between the Company and Cellular One Group(b)
10.16 -- Services Agreement between the Company and the North American Cellular Network(b)
10.17 -- Purchase Agreement between the Company and Northern Telecom, Inc.(b)
10.18 -- Agreement between the Company and Motorola, Inc.(b)
10.19 -- Management Agreement between the Company and PCI(b)
10.20 -- Services Agreement between the Company and MCI Telecommunications Corporation(b)
10.21 -- Acquisition Agreement dated as of May 26, 1994 by and among Southeast Georgia Cellular
Limited Partnership, Georgia 12 Cellular Limited Partnership, Georgia 12 Cellular
Limited Partnership, Palmer Cellular Partnership and BJV, L.P.(b)
10.22 -- Paying Agent Agreement dated as of October 28, 1994 by and among NationsBank of North
Carolina, N.A., SC Georgia Holdings Limited Partnership, FGI Cellular Management,
Inc., Sterling Cellular Holdings Limited Partnership, PalmerCellular Partnership and
BJV, L.P.(b)
10.23 -- Termination Agreement dated November 15, 1994 by Palmer Cellular Partnership(b)
10.24 -- Cellular Supply Agreement dated October 21, 1994 by and between Palmer Cellular
Partnership and Northern Telecom Inc.(b)
10.25 -- Software License and Maintenance Agreement dated May 27, 1994 by and between Coral
Systems, Inc. and Palmer Cellular Partnership(b)
10.26 -- Stock Purchase Agreement dated August 24, 1995 by and between Palmer Wireless
Holdings, Inc. and GTE Mobile Communications Incorporated(e)
</TABLE>
II-1
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- --------------------------------------------------------------------------------------
<S> <C> <C>
10.27 -- Third Amended and Restated Loan Agreement dated as of December 1, 1995 by and among
Palmer Wireless, Inc., PNC Bank, N.A., The Toronto-Dominion Bank, NationsBank of
Texas, N.A., Corestates Bank, N.A., First National Bank of Maryland, NatWest Bank,
N.A., The First National Bank of Boston, CIBC Inc., First Union National Bank of North
Carolina, Royal Bank of Canada, Shawmut Bank Connecticut, N.A., Union Bank, Bank of
Hawaii, Banque Nationale de Paris, and Toronto Dominion (Texas), Inc., Merita Bank
Ltd., Bank of Montreal (Chicago Branch), Compagnie Financiere DE CIC Et DE L'Union
Europeene, First Hawaiian Bank, Pearl Street L.P., Societe Generale, The Bank of
California, N.A.(f)
10.28 -- Asset Acquisition Agreement by and among Horizon Cellular Telephone Company of
Spalding, L.P., Columbus Cellular Telephone Company and Macon Cellular Telephone
Systems Limited Partnership, dated March 22, 1996.(g)
10.29 -- Sale and Purchase Agreement by and between United States Cellular Corporation, USCOC
of Georgia RSA #1, Inc. and Palmer Wireless Holdings, Inc., dated April 23, 1996.(h)
15.1 -- Unaudited interim financial information letter of KPMG Peat Marwick LLP(a)
15.2 -- Ernst & Young LLP letter regarding review of unaudited interim financial information(a)
15.3 -- Unaudited interim financial information letter of Arthur Andersen LLP
21 -- Subsidiaries of the Company(a)
23.1 -- Consent of Hogan & Hartson L.L.P. (included in Exhibit 5)(a)
23.2 -- Consent of KPMG Peat Marwick LLP(a)
23.3 -- Consents of Arthur Andersen LLP(a)
23.4 -- Consent of Ernst & Young LLP(a)
24 -- Power of Attorney(a)
</TABLE>
- ---------------
(a) Previously filed.
(b) Incorporated by reference to the Exhibits to the Company's Registration
Statement on Form S-1 (Registration No. 33-75218).
(c) Incorporated by reference to the Exhibits to the Company's quarterly report
on Form 10-Q for the quarter ended March 31, 1995 (File No. 0-255-88) which
was filed with the Commission on May 12, 1995.
(d) Incorporated by reference to the Exhibits to the Company's Registration
Statement on Form S-8 (File No. 33-99170) which was filed with the
Commission on November 9, 1995.
(e) Incorporated by reference to Exhibit No. 2 to the Company's Current Report
on Form 8-K which was filed with the Commission on August 30, 1995.
(f) Incorporated by reference to the Exhibits to the Company's Current Report on
Form 8-K which was filed with the Commission on December 14, 1995.
(g) Incorporated by reference to the Exhibits to the Company's Current Report on
Form 8-K which was filed with the Commission on April 9, 1996.
(h) Incorporated by reference to the Exhibits to the Company's Current Report
on Form 8-K which was filed with the Commission on May 1, 1996.
(b) Financial Statement Schedules.
The following financial statement schedule has been previously filed:
II Valuation and Qualifying Accounts
-------------------------------------------------
(incorporated by reference from Financial Statement Schedule VIII
filed with Amendment No. 3 to the Registration Statement on Form S-1
(File No. 33-75218) which was filed with the Commission on April 14,
1994).
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company has duly
caused this Amendment No. 3 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort Myers,
State of Florida, on the 5th day of June, 1996.
PALMER WIRELESS, INC.
By /s/ WILLIAM J. RYAN
--------------------------------------
William J. Ryan
Director, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 3 to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ----------------------------------- ------------------------------------------- -------------
<C> <S> <C>
/s/ WILLIAM J. RYAN Director, President and Chief Executive June 5, 1996
- ----------------------------------- Officer (Principal Executive Officer)
William J. Ryan
*
M. Wayne Wisehart Vice President, Treasurer and Chief June 5, 1996
Financial Officer (Principal Financial
* Officer and Principal Accounting Officer)
Robert G. Engelhardt Director, Executive Vice President June 5, 1996
* and Secretary
Thomas D. McCloskey, Jr. Director June 5, 1996
*
Kermit S. Sutton Director June 5, 1996
*
Vickie A. Palmer Director June 5, 1996
*
James S. Cownie Director June 5, 1996
*
Clark R. Mandigo Director June 5, 1996
* By: /s/ WILLIAM J. RYAN
- ----------------------------------
William J. Ryan
Attorney-in-fact
</TABLE>
II-3
<PAGE> 1
EXHIBIT 15.3
To the Shareholder of USCOC of Georgia RSA #1, Inc.:
We are aware of the inclusion in Amendment No. 2 to Form S-1 Registration
Statement (No. 333-00122) for Palmer Wireless, Inc. of our report dated May 6,
1996, relating to the unaudited condensed interim financial statements of USCOC
of Georgia RSA #1, Inc. as of March 31, 1996 and for the three-month periods
ended March 31, 1995 and 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not
considered a part of the registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.
/s/ ARTHUR ANDERSEN LLP
--------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 3, 1996
