<PAGE> 1
SCHEDULE 14A INFORMATION
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
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Palmer Wireless, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Palmer Wireless, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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
PALMER WIRELESS, INC.
12800 UNIVERSITY DRIVE
FORT MYERS, FLORIDA 33907
March 19, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of
Stockholders of Palmer Wireless, Inc., to be held on Tuesday, April 22, 1997 at
8:30 a.m. (eastern standard time) at the Company's headquarters, 12800
University Drive, Fort Myers, Florida.
At this meeting, you will be asked to vote, in person or by proxy, on the
following matters: (i) the election of two Class I directors; (ii) the
ratification of the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors; and (iii) any other business as may properly come before
the meeting or any adjournments thereof. The official Notice of Meeting, proxy
statement and form of proxy are included with this letter. The matters listed in
the Notice of Meeting are described in detail in the proxy statement.
Regardless of your plans for attending in person, it is important that
your shares be represented and voted at the 1997 Annual Meeting. Accordingly,
you are urged to complete, sign and mail the enclosed proxy card as soon as
possible.
Sincerely,
/s/ WILLIAM J. RYAN
WILLIAM J. RYAN
President and Chief Executive
Officer
<PAGE> 3
PALMER WIRELESS, INC.
12800 University Drive
Fort Myers, Florida 33907
(941) 433-4350
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 22, 1997
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders (the
"Annual Meeting") of Palmer Wireless, Inc. (the "Company") will be held on
Tuesday, April 22, 1997 at 8:30 a.m. (eastern standard time) at the Company's
headquarters, 12800 University Drive, Fort Myers, Florida, to consider and act
upon the following proposals:
1. To elect two Class I directors to the Board of Directors;
2. To ratify the appointment of KPMG Peat Marwick LLP as the
Company's independent auditors for the fiscal year ending
December 31, 1997; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 7, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting. Only holders of Class A Common Stock and
Class B Common Stock of record at the close of business on that date will be
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. A list of the Company's stockholders entitled to vote at the Annual
Meeting will be open to the examination of any stockholder for any purpose
germane to the meeting during ordinary business hours for a period of ten (10)
days before the Annual Meeting at the Company's offices.
By Order of the Board of Directors
/s/ WILLIAM J. RYAN
WILLIAM J. RYAN
President and Chief Executive
Officer
Fort Myers, Florida
March 19, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE
ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES. YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT ANY TIME PRIOR
TO THE TIME IT IS VOTED.
<PAGE> 4
PALMER WIRELESS, INC.
12800 UNIVERSITY DRIVE
FORT MYERS, FLORIDA 33907
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 1997
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are being furnished, on or about March 19, 1997, to the stockholders
of Palmer Wireless, Inc. (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company to be used at the 1997 Annual
Meeting of Stockholders of the Company (the "Annual Meeting") to be held on
Tuesday, April 22, 1997 at 8:30 a.m. (eastern standard time) at the Company's
headquarters, 12800 University Drive, Fort Myers, Florida, and any adjournment
thereof.
If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions thereon. EXECUTED BUT
UNMARKED PROXIES WILL BE VOTED: (I) FOR THE ELECTION OF TWO CLASS I DIRECTORS TO
THE BOARD OF DIRECTORS; AND (II) FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG
PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS. If any other matters are
properly brought before the Annual Meeting, proxies will be voted in the
discretion of the proxy holders. The Company is not aware of any such matters
that are proposed to be presented at its Annual Meeting.
The cost of soliciting proxies in the form enclosed herewith will be
borne entirely by the Company. In addition to the solicitation of proxies by
mail, proxies may be solicited by directors, officers and regular employees of
the Company, without extra remuneration, by personal interviews, telephone,
telegraph or otherwise. The Company will request persons, firms and corporations
holding shares in their name or in the names of their nominees, which are
beneficially owned by others, to send proxy materials to and obtain proxies from
the beneficial owners and will reimburse the holders for their reasonable
expenses in doing so.
The securities which can be voted at the Annual Meeting consist of shares
of Class A Common Stock, par value $.01 per share ("Class A Common Stock") and
Class B Common Stock, par value $.01 per share ("Class B Common Stock" and
together with the Class A Common Stock, the "Common Stock") of the Company. Each
outstanding share of Class A Common Stock entitles its owner to one vote on each
matter as to which a vote is taken at the Annual Meeting. Each outstanding share
of Class B Common Stock entitles its owner to five votes on each matter as to
which a vote is taken at the Annual Meeting. The close of business on March 7,
1997 has been fixed by the Board of Directors as the record date (the "Record
Date") for determination of stockholders entitled to vote at the Annual Meeting.
The number of shares of Class A Common Stock and Class B Common Stock
outstanding and entitled to vote on the Record Date was 10,519,681 and
17,293,578, respectively. The presence, in person or by proxy, of at least a
majority of the shares of Common Stock issued and outstanding and entitled to
vote on the Record Date, is necessary to constitute a quorum at the Annual
Meeting. Stockholders' votes will be tabulated by the Company's Secretary who
has been appointed by the Board of Directors to act as inspector of election for
the Annual Meeting. Under Delaware corporate law and the Company's Restated
Bylaws (the "Bylaws"), directors are elected by a plurality of votes cast by the
shares present (in person or by proxy) and entitled to vote. Unless otherwise
required by law or the Company's Restated Certificate of Incorporation or
Bylaws, any other matter put to a stockholder vote will be decided by the
affirmative vote of a majority of the votes cast on the matter. Abstentions and
broker non-votes are not included as votes cast and accordingly will be excluded
from the total number of votes upon which a majority is based. Thus, votes to
abstain and broker non-votes will have no effect on the vote tabulation for such
proposals.
<PAGE> 5
Palmer Communications Incorporated ("PCI") owns all of the outstanding
shares of Class B Common Stock, which represents 75% of the combined voting
power of both classes of Common Stock. PCI intends to vote FOR all the Proposals
set forth in this proxy statement. Thus, a quorum and approval of all Proposals
at the Annual Meeting are assured.
The presence of a stockholder at the Annual Meeting will not
automatically revoke the stockholder's proxy. However, a stockholder may revoke
a proxy at any time prior to its exercise by filing with the Secretary of the
Company a written notice of revocation, by delivering to the Company a duly
executed proxy bearing a later date or by attending the Annual Meeting and
voting in person.
---------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
APPROVAL OF THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT.
---------------------------
- 2 -
<PAGE> 6
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 7, 1997 by (i) each director
(and director nominee), (ii) the Chief Executive Officer and each of the other
four most highly compensated executive officers whose total annual salary and
bonus exceeded $100,000 during the year ended December 31, 1996 (the "Named
Executive Officers"), (iii) all persons known to the Company to be beneficial
owners of more than 5% of its outstanding Common Stock and (iv) all directors
and executive officers as a group. Under the rules of the Securities and
Exchange Commission (the "Commission"), a person is deemed a "beneficial owner"
of a security if such person has or shares the power to vote or direct the
voting of such security or the power to dispose or direct the disposition of
such security. A person is also deemed to be a beneficial owner of any
securities of which that person has the right to acquire beneficial ownership
within 60 days. More than one person may be deemed to be a beneficial owner of
the same securities.
<TABLE>
<CAPTION>
NUMBER OF SHARES
---------------------------------- PERCENT OF
NUMBER OF NUMBER OF COMMON STOCK
NAME AND TITLE(1) CLASS A SHARES CLASS B SHARES OUTSTANDING(2)
- ------------------------------------------ -------------- -------------- --------------
<S> <C> <C> <C>
Palmer Communications Incorporated(3)..... -- 17,293,578 62.2%
Bonnie P. McCloskey....................... 278,622(4) 16,017,658(2) 58.6
Jenny W. Sutton........................... 278,622(5) 16,017,658(2) 58.6
Vickie A. Palmer, Director................ 175,104(6) 14,741,738(2) 53.6
FMR Corporation........................... 3,189,800(7) -- 11.5
T. Rowe Price Associates, Inc............. 1,127,350(8) 4.1
William J. Ryan, Director, President and
Chief Executive Officer................. 111,152(9) -- *
Robert G. Engelhardt, Director, Executive
Vice President and Secretary............ 100,184(10) -- *
Wayne Wisehart, Vice President, Treasurer
and Chief Financial Officer............. 54,564(11) -- *
Leon J. Hensen, Senior Vice President-
General Manager......................... 54,576(12) -- *
K. Patrick Meehan, Vice President- General
Counsel and Assistant Secretary......... 49,228(13) -- *
Thomas D. McCloskey, Director............. 43,926(14) -- *
Kermit S. Sutton, Director................ 29,426(15) -- *
James S. Cownie, Director................. 42,376(16) -- *
Clark R. Mandigo, Director................ 20,500(17) -- *
Directors and executive officers as a
group (10 persons)...................... 681,036(18) 14,741,738(2) 55.5
</TABLE>
- ------------------
* Less than 1%
(1) The address of Palmer Communications Incorporated ("PCI") is: 1801 Grand
Avenue, Des Moines, Iowa 50309. The address of each of Vickie A. Palmer,
Bonnie P. McCloskey and Jenny W. Sutton is c/o Palmer Wireless, Inc., 12800
University Drive, Fort Myers, Florida 33907-5333. The address of FMR
Corporation is 82 Devonshire Street, Boston, Massachusetts 02109.
(2) Includes interest in shares of Class B Common Stock held by PCI. See note 3
below.
(3) PCI has issued Class A voting shares and Class B non-voting shares.
Ownership of PCI is divided among 16 stockholders. Thomas D. McCloskey, Jr.
and Bonnie Palmer McCloskey, trustees of the Thomas D. and Bonnie P.
McCloskey Revocable Trust of 1994 (the "Revocable Trust"), hold a 15.290%
total stock equity interest in PCI and control 7.378% of the voting shares.
Jenny W. Sutton holds a 15.784% total stock equity interest in PCI and
controls 7.378% of the voting shares. The Bonnie P. McCloskey Trust U/T/A
David D. Palmer holds a 21.117% total stock equity interest in PCI and owns
29.632% of the voting shares. The Jenny W. Sutton Trust U/T/A David D.
Palmer holds a 21.117% total stock equity interest in PCI and owns 29.632%
of the voting shares. The Vickie A. Palmer Trust U/T/A David D. Palmer
holds a 21.117% total stock equity interest in PCI and owns 25.980% of the
voting shares. The trustees for each of the
(footnotes continued on next page)
- 3 -
<PAGE> 7
above described trusts other than the Revocable Trust are Bonnie P.
McCloskey, Jenny W. Sutton, Vickie A. Palmer, Richard Braunstein and
Norwest Bank, N.A. Each trust provides that actions of trustees must be
approved by a majority of the trustees. Two grantor trusts created by
Bonnie P. McCloskey, with Thomas D. McCloskey as trustee, own a total of a
2.666% stock equity interest and hold no voting shares. One grantor trust
created by Jenny W. Sutton, with Kermit S. Sutton as Trustee, owns 1.333%
stock equity interest and holds no voting shares. Eight other trusts for
the benefit of the Sutton and McCloskey children own the remaining 1.576%
stock equity and hold no voting shares in PCI.
(4) Shares held through a wholly-owned company, Bonnie P. McCloskey, Inc.
("MINC").
(5) Shares held through a wholly-owned company, Jenny W. Sutton, Inc. ("SINC").
(6) Includes 149,178 shares held through a wholly-owned company, Vickie A.
Palmer, Inc. ("PINC"), and 10,500 shares subject to options.
(7) Based on information provided in a Schedule 13G filed by FMR Corporation
("FMR") with the Commission on February 14, 1997, FMR, through its control
of Fidelity Management & Research Company ("FMRC"), has the sole power to
dispose of the 2,749,300 Class A shares owned by FMRC. FMR does not have
the power to vote or direct the voting of these shares. In addition, FMR,
through its control of Fidelity Management Trust Company ("FMT"), has the
sole power to dispose of the 440,500 Class A shares owned by FMT. FMR has
the power to vote or direct the voting of 435,900 Class A shares which are
owned by FMT, and no power to vote or direct the voting of the remaining
4,600 Class A shares owned by FMT. The Schedule 13G filed by FMR
Corporation also reports that Edward C. Johnson 3d has the sole power to
dispose, but not to vote or direct the voting, of the 2,749,300 Class A
shares owned by FMRC. In addition, Mr. Johnson has the sole power to
dispose of the 440,500 Class A shares owned by FMT. Mr. Johnson has the
power to vote or direct the voting of 435,900 Class A shares which are
owned by FMT, and no power to vote or direct the voting of the remaining
4,600 Class A shares owned by FMT.
(8) Based on information provided in Schedule 13G filed by T. Rowe Price
Associates, Inc. ("Price Associates") with the Commission on February 13,
1997, Price Associates has the sole power to dispose of 1,127,350 Class A
shares and has sole voting power of 61,750 Class A shares.
(9) Includes 86,668 shares subject to options.
(10) Includes 80,000 shares subject to options.
(11) Includes 50,000 shares subject to options and 1,715 shares held by Mr.
Wisehart as trustee for a minor child. Does not include 623 shares held by
Mr. Wisehart's wife.
(12) Includes 50,000 shares subject to options. Does not include 1,384 shares
held by Mr. Hensen's wife.
(13) Includes 43,334 shares subject to options.
(14) Includes 10,500 shares subject to options. Includes 33,000 shares held by
The Thomas D. McCloskey, Jr. and Bonnie P. McCloskey Revocable Trust of
1994. Thomas D. McCloskey, Jr. is married to Bonnie P. McCloskey.
(15) Includes 10,500 shares subject to options. Kermit S. Sutton is married to
Jenny W. Sutton.
(16) Includes 10,500 shares subject to options.
(17) Includes 10,500 shares subject to options.
(18) Includes 362,502 shares subject to options.
- 4 -
<PAGE> 8
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Board of Directors consists of seven members. The directors are
divided into three classes, with each class serving for a staggered three-year
term. At the Annual Meeting, two directors will be elected, each for a
three-year term, to fill positions in Class I, the term of which expires at the
Annual Meeting.
The Company's Restated Certificate of Incorporation provides that at
least two of the Company's directors will be Special Directors. "Special
Director" is defined to mean a director of the Company who is not (a) with
respect to the Company or any subsidiary of the Company, an employee, former
employee whose employment ended within five years, officer, former officer whose
term as an officer ended within five years, or holder or beneficial owner
directly or indirectly of 5% or more of the capital stock of the Company or any
subsidiary of the Company, (b) with respect to a holder or beneficial owner
directly or indirectly of 5% or more of the capital stock of the Company, an
employee, former employee whose employment ended within five years, officer,
former officer whose term as an officer ended within five years, director,
former director whose term as a director ended within five years, trustee or
partner, (c) a member of the immediate family of a person listed in (a) or (b)
above or (d) any other person having a relationship with the Company which, in
the opinion of the Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. The
Special Directors are James S. Cownie and Clark R. Mandigo.
Unless otherwise instructed on the proxy, it is the intention of the
persons named in the proxy to vote the shares represented by each properly
executed proxy for the election as directors of the persons named below as
nominees. The Board of Directors believes that all such nominees will stand for
election and will serve if elected. However, if any of the persons nominated by
the Board of Directors fails to stand for election or is unable to accept
election, proxies will be voted by the proxy holders for the election of such
other person or persons as the Board of Directors may recommend. Directors will
be elected by a plurality vote.
INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS
Set forth in the following table is certain information with respect to
the nominees of the Board of Directors for election as directors at the Annual
Meeting and other directors whose terms do not expire until subsequent annual
meetings.
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE SINCE POSITION EXPIRES
- --------------------------------- --- -------- ------------------------------------ -------
<S> <C> <C> <C> <C>
NOMINEES FOR THREE-YEAR TERM
Thomas D. McCloskey, Jr.......... 50 1993 1997
Vickie A. Palmer................. 43 1993 1997
CONTINUING DIRECTORS
William J. Ryan.................. 64 1993 President; Chief Executive Officer 1999
Kermit S. Sutton................. 49 1993 1999
James S. Cownie.................. 52 1994 1998
Clark R. Mandigo................. 53 1994 1998
Robert G. Engelhardt............. 62 1993 Executive Vice President; Secretary 1998
</TABLE>
THOMAS D. MCCLOSKEY, JR., Director. Mr. McCloskey served as Director of
PCI during 1991. Mr. McCloskey served as President from 1984 to 1988 and
Chairman since 1988 of McCloskey Enterprises, Inc., which is a real estate
development firm located in Aspen, Colorado. Mr. McCloskey is a 1972 graduate of
The Wharton School of Finance & Commerce of the University of Pennsylvania. Mr.
McCloskey's wife, Bonnie P. McCloskey, is the sister of Vickie A. Palmer, a
director of the Company. Bonnie P. McCloskey is also a principal beneficial
stockholder of the Company.
- 5 -
<PAGE> 9
VICKIE A. PALMER, Director. Ms. Palmer has served as Director of PCI
since 1991. In addition, Ms. Palmer has served in various capacities, including
as President and Chairman of the Board of Signal Hill Communications, Inc.,
located in Davenport, Iowa, since 1989. Until January 1996, Signal Hill
Communications, Inc. owned and operated several radio stations in Iowa. Ms.
Palmer currently serves on the board of directors of Firstar Bank Davenport,
N.A., a wholly-owned subsidiary of Firstar Iowa, which is in turn wholly owned
by Firstar Corp.
WILLIAM J. RYAN, Director, President and Chief Executive Officer. Mr.
Ryan served as Chief Executive Officer and President of PCI from 1984 until July
1995. Mr. Ryan was Chief Operating Officer and President of PCI from 1982 to
1984. Mr. Ryan continues to serve as a director of PCI. Mr. Ryan has over 40
years of communications and telecommunications experience. He joined PCI in 1970
following that company's acquisition of certain radio and cable properties which
Mr. Ryan had partially owned and operated since 1955. In his capacity as Chief
Executive Officer, Mr. Ryan has successfully led the Company through 18
acquisitions of cellular telephone systems. Mr. Ryan is a director of the
Cellular Telecommunications Industry Association, the founding chairman of Cable
Television Advertising Bureau, Inc. and a former president of the Florida Cable
Association, the Florida Broadcasters Association and the Southern Cable
Association.
KERMIT S. SUTTON, Director. Mr. Sutton served as Director of PCI during
1991. Mr. Sutton has served as President of Sutton Companies, a private
investment firm in Naples, Florida, since 1988. In addition, Mr. Sutton
practiced law with the firm of Whitfield, Musgrave, Selvy, Kelly and Eddy in Des
Moines, Iowa from 1974 to 1988, serving as a Partner of that firm from 1978 to
1988. Mr. Sutton's wife, Jenny W. Sutton, is the sister of Vickie A. Palmer, a
director of the Company. Jenny W. Sutton is also a principal beneficial
stockholder of the Company.
JAMES S. COWNIE, Director. Mr. Cownie is a private investor. He served as
Chairman of New Heritage Associates, a cable television operator located in Des
Moines, Iowa, from 1991 until its sale in 1996. He also served as President of
Heritage Communications, Inc., a cable television operator located in Des
Moines, Iowa, from 1971 to 1990. He currently serves on the board of directors
of Heritage Media Corporation, a broadcasting and in-store advertising and
promotion company, and MaceRich Company, a real estate investment trust.
CLARK R. MANDIGO, Director. Mr. Mandigo is currently self-employed as a
business consultant and investor. He currently serves on the board of directors
of Physician Corporation of America and Lone Star Steakhouse & Saloon Inc., and
as a Trustee of Accolade Funds.
ROBERT G. ENGELHARDT, Director, Executive Vice President and Secretary.
Mr. Engelhardt served as Executive Vice President and Secretary of PCI from 1982
until July 1995. Mr. Engelhardt continues to serve as a director of PCI. Mr.
Engelhardt has over 40 years of communications and telecommunications
experience. After joining PCI in 1972 as Chief Engineer of WHO Broadcasting
Company in Des Moines, Iowa, Mr. Engelhardt was made Technical Director of PCI
in 1976 and was promoted to Vice President-Technical Director in 1979. Mr.
Engelhardt initiated PCI's entry into the cellular business in 1987. Mr.
Engelhardt's broadcasting career began in 1954 with the construction and
operation of KWWL-TV in Waterloo, Iowa. From 1955 to 1967, he served in a
variety of engineering roles for KVTV Channel 9 in Sioux City, Iowa. From 1967
to 1972, Mr. Engelhardt served as Technical Director/Assistant Manager of
KMEG-TV in Sioux City.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
ITS NOMINEES FOR DIRECTORS.
CORPORATE GOVERNANCE AND OTHER MATTERS
The Board of Directors acts as a nominating committee for selecting
nominees for election as directors. The Company's Bylaws also permit
stockholders eligible to vote at the Annual Meeting to make nominations for
directors if such nominations are made pursuant to timely notice in writing to
the Secretary of the Company. The Bylaws also permit stockholders to propose
other business to be
- 6 -
<PAGE> 10
brought before an annual meeting, provided that such proposals are made pursuant
to timely notice in writing to the Secretary of the Company. To be timely,
notice must be delivered to, or mailed to and received at, the principal
executive offices of the Company no later than the date designated for receipt
of stockholders' proposals in a prior public disclosure made by the Company. If
there has been no such prior public disclosure, notice must be delivered to, or
mailed to and received at, the Company's principal executive offices not less
than 60 nor more than 90 days prior to the Annual Meeting; provided, however,
that in the event that less than 70 days' notice of the date of the Annual
Meeting is given to stockholders or prior public disclosure of the date of the
meeting is made, notice to be timely must be received not later than the 10th
day following the day on which such notice of the date of the Annual Meeting was
mailed or such public disclosure was made. A stockholders' notice of nomination
must also set forth certain information specified in Section 3.5 of the
Company's Bylaws concerning each person the stockholder proposes to nominate for
election and the nominating stockholder. No such nominations or proposals have
been received in connection with the Annual Meeting.
The Board of Directors has established an Audit Committee and a
Compensation and Stock Option Committee (the "Compensation Committee"). The
Audit Committee is comprised of Messrs. Cownie, Mandigo and McCloskey. The Audit
Committee examines and considers matters relating to the financial affairs of
the Company, including reviewing the Company's annual financial statements, the
scope of the independent annual audit and the independent auditors' letter to
management concerning the effectiveness of the Company's internal financial and
accounting controls. During the year ended December 31, 1996, the Audit
Committee held three meetings.
The Compensation Committee is comprised of Messrs. Cownie, Mandigo and
Sutton. The Compensation Committee considers and makes recommendations to the
Board of Directors with respect to programs for human resource development and
management organization and succession, approves changes in senior executive
compensation, considers and makes recommendations to the Board of Directors with
respect to general compensation matters and policies and employee benefit and
incentive plans. During the year ended December 31, 1996, the Compensation
Committee held two meetings.
During the year ended December 31, 1996, the Board of Directors held nine
meetings. No incumbent director attended fewer than 75% of the total number of
meetings of the Board of Directors and committees of the Board of Directors on
which he or she served.
COMPENSATION OF DIRECTORS
Directors who are officers or employees of the Company or any subsidiary
of the Company receive no additional compensation for serving on the Board of
Directors or its committees. Directors who are not officers or employees of the
Company or any subsidiary of the Company receive an annual fee of $10,000, plus
$1,000 for each board meeting attended, or committee meeting attended on a day
other than a board meeting, and reimbursement for travel costs and other
out-of-pocket expenses incurred in attending such meetings.
The Company has adopted a Directors Stock Option Plan (the "Directors
Plan"). Under the Directors Plan, options to purchase up to an aggregate of
300,000 shares of Class A Common Stock are available for grants to directors of
the Company who are not officers or employees of the Company or any subsidiary
of the Company (each an "Eligible Director"). Under the Directors Plan, each
Eligible Director is granted an initial option to purchase 7,500 shares of Class
A Common Stock. An Eligible Director is also granted an additional option to
purchase 1,500 shares of Class A Common Stock for each year that the Eligible
Director continues to be an Eligible Director. The Directors Plan will terminate
in 2005, unless terminated at an earlier date by the Board of Directors.
The Company also recently adopted a stock purchase plan for non-employee
directors (the "Director Purchase Plan"). Under the Director Purchase Plan,
25,000 shares of Class A Common Stock are available for purchase by nonemployee
directors of the Company. In the event there is any increase or decrease in
Common Stock without receipt of consideration by the Company (for instance,
- 7 -
<PAGE> 11
by a recapitalization or stock split), there may be a proportionate adjustment
to the number and kinds of shares that may be purchased under the Director
Purchase Plan. The Director Purchase Plan permits non-employee directors to
elect to have their fees as directors retained by the Company and used to
purchase shares of Class A Common Stock of the Company. Generally, retained fees
will be accumulated during the period commencing on October 1 of each year and
ending on September 30 of the following year (the "Accumulation Period"). The
purchase price of each share of Class A Common Stock purchased under the
Director Purchase Plan will be the lesser of 90.0% of the fair market value of
the Class A Common Stock (i) on the first trading day of the Accumulation Period
or (ii) on the last trading day of such Accumulation Period; provided, however,
that in no event shall the purchase price be less than the par value of the
stock. The Director Purchase Plan will terminate in 2005, unless terminated at
an earlier date by the Board of Directors.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation paid to the Named Executive Officers for the year ended December
31, 1996.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------------
--------------------- SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) UNDERLYING OPTIONS COMPENSATION
- ---------------------------------- ---- --------- -------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
William J. Ryan, President and 1996 $339,731 $34,000 $ 31,422(1)
Chief Executive Officer......... 1995 $331,651 $119,880 130,000 $ 55,356
Robert G. Engelhardt, Executive 1996 $251,538 $25,200 $ 18,726(2)
Vice President and Secretary.... 1995 $239,019 $57,600 120,000 $ 26,073
M. Wayne Wisehart, Vice President,
Treasurer and Chief Financial 1996 $152,211 $15,250 $ 23,559(3)
Officer......................... 1995 $145,256 $34,800 75,000 $ 33,417
Leon J. Hensen, Senior Vice 1996 $173,173 $13,880 $ 16,798(4)
President-General Manager....... 1995 $163,862 $39,188 75,000 $ 22,764
K. Patrick Meehan, Vice
President-General Counsel and 1996 $124,423 $12,500 $ 19,386(5)
Assistant Secretary............. 1995 $109,936 $26,400 65,000 $ 15,108
</TABLE>
- ------------------
(1) Includes the following: PCI 401(k) Profit Sharing Plan and Trust ("401(k)
Plan") contributions of $9,500, auto allowance of $7,415 (including
insurance and license), tax services of $5,228, club dues of $5,535 and
medical reimbursements of $3,744.
(2) Includes the following: 401(k) Plan contributions of $9,500, auto allowance
of $6,744 (including insurance and license), tax services of $850, club dues
of $1,051 and medical reimbursements of $581.
(3) Includes the following: 401(k) Plan contributions of $9,500, auto allowance
of $6,798 (including insurance and license), tax services of $0, club dues
of $7,261 and medical reimbursements of $0.
(4) Includes the following: 401(k) Plan contributions of $9,078, auto allowance
of $6,501 (including insurance and license), tax services of $0, club dues
of $1,219 and medical reimbursements of $0.
(5) Includes the following: 401(k) Plan contributions of $9,500, auto allowance
of $6,975 (including insurance and license), tax services of $275, club dues
of $1,218 and medical reimbursements of $1,418.
- 8 -
<PAGE> 12
STOCK OPTIONS
The Company has 1.6 million shares of Class A Common Stock reserved for
issuance under the Company's Stock Option Plan. During 1996, no stock options
were granted to or exercised by the Named Executive Officers. The following
table provides information regarding the value of all unexercised options held
at December 31, 1996 by the Named Executive Officers.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996(1)
---------------------------- ----------------------------
NAME UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
- -------------------------------------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
William J. Ryan....................... 86,666 43,334 $ 0 $ 0
Robert G. Engelhardt.................. 80,000 40,000 $ 0 $ 0
M. Wayne Wisehart..................... 50,000 25,000 $ 0 $ 0
Leon J. Hensen........................ 50,000 25,000 $ 0 $ 0
K. Patrick Meehan..................... 43,333 21,667 $ 0 $ 0
</TABLE>
- ------------------
(1) Based on a per share price of $10.375 on February 18, 1997.
EMPLOYMENT AGREEMENTS
In 1995, the Company entered into employment agreements with each of
Messrs. Ryan and Engelhardt, for an initial term of three years, and Wisehart,
Hensen and Meehan, for an initial term of two years. Each agreement has an
automatic one-year renewal on each anniversary date thereof. Base salaries under
the agreements for 1996 were $340,000, $252,000, $152,500, $173,500 and
$125,000, respectively. Each agreement specifies that if the executive officer
is terminated by the Company without cause (as defined therein), or if the
executive officer terminates the agreement for good reason (as defined therein,
including if the employment of the executive officer is terminated within one
year of a change in control of the Company), the Company will pay to the
executive officer the full base salary and benefits which would otherwise have
been paid to such officer during the remaining term of the agreement (to be paid
at the time such payments are due). The Compensation Committee of the Board of
Directors approved 1997 base salaries under these employment agreements as
follows: $340,000 for Mr. Ryan; $252,000 for Mr. Engelhardt; $178,500 for Mr.
Hensen; $160,000 for Mr. Wisehart; and $140,000 for Mr. Meehan.
Each agreement also provides that for one year following termination of
employment, the executive officer will not, in any state in which the Company is
engaged or plans to engage in business, (i) compete with the Company on behalf
of the executive officer or any third party, (ii) participate as a director,
agent, representative, stockholder or partner or have any direct or indirect
financial interest in any enterprise which engages in the business in which the
Company is engaged, or (iii) participate as an employee or officer in any
enterprise in which such officer's responsibilities relate to the cellular
business or any other business in which the Company is engaged; provided,
however, that ownership by such officer of less than 5% of the outstanding stock
of any corporation listed on a national securities exchange conducting any such
business will not be deemed a violation of such non-competition provision.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for the oversight and
administration of executive compensation. The Compensation Committee believes
that the actions of each executive officer have the potential to impact the
short-term and long-term profitability of the Company. Consequently, the
Compensation Committee places considerable importance on its task of designing
and administering the executive compensation program. In making compensation
decisions, the Compensation Committee, from time to time, receives assessments
and advice regarding the compensation practices from independent compensation
consultants.
- 9 -
<PAGE> 13
Philosophy and Objectives for Executive Compensation. The purpose of the
Company's executive compensation program is to: (i) attract, motivate and retain
key executives responsible for the success of the Company as a whole, (ii)
increase shareholder value, (iii) increase the overall performance of the
Company and (iv) increase the performance of individual executives.
The Compensation Committee believes that the Company's executive
compensation should be determined in the context of the relevant competitive
framework, and should be based on a combination of the executive officer's
qualifications, experience, role and performance achievements and the Company's
performance achievements. In determining compensation levels, the Compensation
Committee focuses on the competitive environment of the cellular and
telecommunications industry group, considering compensation practices,
organizational configuration, organizational scope and performance. The
Compensation Committee also considers general industry trends in the geographic
markets that are relevant to its operations. The Compensation Committee believes
that base salaries should be managed to approximate the 50th percentile of the
competitive market. Total cash compensation (base salary plus annual incentives)
and total direct compensation (base salary plus annual incentives plus the
expected value of long-term incentives) should directly reflect the level of
performance achieved by the Company and its executives. Within this overall
philosophy, the Compensation Committee's specific objectives are to: (i) offer
compensation which is competitive with other well-managed cellular and
telecommunications companies and reward superior performance with superior
levels of compensation; and (ii) provide variable compensation awards that are
based on the Company's overall performance relative to corporate objectives,
taking into account individual contributions, teamwork and performance levels
that help create value for shareholders.
Components of Executive Compensation. The three primary components of
executive compensation are: (i) base salary, (ii) annual incentive awards and
(iii) long-term incentive awards.
Base Salary. Executive officers' base salaries are set at levels
which reflect their specific job responsibilities, experience, qualifications,
and job performance in the context of the competitive marketplace and the
Company's desired market posture. Marketplace levels of compensation are
determined using compensation surveys which reflect the relevant segments of the
market and include some of the companies which are included in the Company's
peer group as reflected in the performance graph (see "-- Stock Performance
Chart"), and other companies which, while not in the peer group, are deemed
appropriate comparisons for compensation purposes. Base salaries are reviewed
each year, with consideration for adjustments being based on a combination of
the individual's ongoing role, his or her job performance and marketplace
competitiveness.
Annual Incentive Compensation. Awards under the Annual Incentive
Plan ("AIP") are based on cash flow budget, adjusted for capital expenditures
and specific objective performance goals. These goals are set for a one-year
period, and are aimed at increasing short-term performance. Performance goals
are set to represent a range of performance, with the level of associated
incentive award varying with different levels of performance achievement. The
"minimum" goal is set to reflect the minimum acceptable level of performance
which will warrant payment of incentive awards. The "maximum" goal reflects an
ambitious level of performance which would only be attainable in an outstanding
year. Participation in the AIP is limited to a group of senior managers who have
a material impact on Company performance. Awards earned under the plan are
contingent upon employment with the Company through the end of the year, except
for payments made in the event of death, retirement, disability, or in the event
of a change in control. AIP payments are presented in the Summary Compensation
Table under the heading "Bonus."
Long-Term Incentive Compensation. Long-term incentives are
provided in the stock options granted under the Option Plan. The grants listed
in the Summary Compensation Table above reflect grants made at the time of the
Company's initial public offering. The Compensation Committee currently does not
anticipate making additional stock option grants to the Named Executive Officers
until 1998.
- 10 -
<PAGE> 14
Chief Executive Officer Compensation. The executive compensation policy
described above is applied in setting Mr. Ryan's compensation. Mr. Ryan
participated in the same executive compensation plans available to the Company's
other executive officers. In 1996, Mr. Ryan had a base salary of $340,000. On
the basis of the Company's cash flow results versus established goals and Mr.
Ryan's performance, the Compensation Committee determined that an annual bonus
of $34,000 (10% of his base salary) had been earned.
Policy On Deductibility Of Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code") limits the tax
deductibility by a company of compensation in excess of $1 million paid to any
of its five most highly compensated executive officers. However,
performance-based compensation that has been approved by stockholders is
excluded from the $1 million limit if, among other requirements, the
compensation is payable only upon attainment of pre-established, objective
performance goals and the board committee that establishes such goals consists
only of "outside directors" as defined for purposes of Section 162(m). All of
the members of the Compensation Committee qualify as "outside directors." The
Compensation Committee intends to maximize the extent of tax deductibility of
executive compensation under the provisions of Section 162(m) so long as doing
so is compatible with its determinations as to the most appropriate methods and
approaches for the design and delivery of compensation to the Company's
executive officers.
Summary. The Compensation Committee believes that the mix of
conservative market-based salaries, significant variable cash incentives for
both long-term and short-term performance and the potential for equity ownership
in the Company represents a balance that will motivate the management team to
continue to produce strong returns. The Committee further believes this program
strikes an appropriate balance between the interests and needs of the Company in
operating its business and appropriate rewards based on enhancement of
shareholder value.
Respectfully submitted,
Stock Option and Compensation
Committee
/s/ KERMIT S. SUTTON
Kermit S. Sutton (Chairman)
James S. Cownie
Clark R. Mandigo
- 11 -
<PAGE> 15
STOCK PERFORMANCE CHART
The following chart sets forth comparative information regarding the
Company's cumulative stockholder return on its Class A Common Stock since the
initial public offering completed in March 1995. Total stockholder return is
measured by dividing total dividends (assuming dividend reinvestment) plus share
price change for a period by the share price at the beginning of the measurement
period. The Company's cumulative stockholder return based on an investment of
$100 at March 14, 1995 is compared to the cumulative total return of the Nasdaq
Market Index and an index comprised of publicly traded communications companies
which are principally in the cellular telephone business (the "Companies")
during that same period. As of December 31, 1996, the Companies that constituted
the peer group consisted of: AirTouch Communications, Inc., Centennial Cellular,
Inc. (Class A), Commnet Cellular, Inc., Pricellular Corporation, United States
Cellular Corporation and Vanguard Cellular Systems, Inc. (Class A).
<TABLE>
<CAPTION>
Measurement Period Palmer Wireless, Peer Group Com- S&P 500 Stock
(Fiscal Year Covered) Inc. posite Index
<S> <C> <C> <C>
3/14/95 100.00 100.00 100.00
3/31/95 100.88 94.21 101.80
6/30/95 114.91 101.01 110.75
9/30/95 156.14 113.94 118.81
12/31/95 154.39 103.69 125.22
3/31/96 134.21 106.75 130.96
6/30/96 140.35 108.33 136.06
9/30/96 124.12 100.63 139.45
12/31/96 73.68 90.75 150.29
</TABLE>
- 12 -
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a summary of certain transactions and relationships
among the Company and its associated entities, and among the directors,
executive officers and stockholders of the Company and its associated entities.
Exchange Agreement
In March 1995, contemporaneously with the initial public offering, the
partners of the Partnership contributed their collective 100% interest in the
Partnership for stock in the Company. Under the terms of that exchange, the
Company is required to indemnify the partners of the Partnership against all of
the obligations and liabilities associated with the Partnership's operations.
Cost Sharing Arrangements
In connection with its initial public offering, the Company and PCI
entered into a computer services agreement, a transitional management and
administrative services agreement and a tax consulting agreement. Pursuant to
the computer services agreement, the Company provides PCI access to the
Company's computer and provides certain computer-related services for fees from
PCI at an annual rate of $110,000 in 1996. Pursuant to the transitional
management and administrative services agreement, certain management personnel
and other employees of the Company provided management services to PCI. PCI paid
the Company $375,000 in 1996 for such management services. In addition, under
this agreement, the Company provided certain administrative services,
principally related to human resource management functions, to PCI. PCI paid the
Company $49,000 for such administrative services in 1996. Pursuant to the tax
consulting agreement, PCI has been providing various tax consulting services to
the Company, for fees from the Company. Such fees equaled $120,000 in 1996.
While none of these agreements are the result of arm's length negotiations, each
such agreement is designed to reimburse the providing party for its costs in
providing such services (including costs of personnel), and the Company believes
that the terms of such agreements are reasonable.
Leasing Arrangements with PCI
In addition to the office space and towers which the Company has shared
with PCI, with the associated expenses being allocated between the two entities
(See "-- Cost Sharing Arrangements" above), the Company paid PCI $278,000 for
the rental of a building and certain towers and cell sites for the year ended
December 31, 1996. Pursuant to one lease, FMT, Ltd., a subsidiary of the Company
which operates the Fort Myers, Florida cellular telephone system, leases a
tower, land and building from PCI, which lease provides for annual rental
payments of $123,000 and expires in January 1999, subject to FMT, Ltd.'s right
to renew for up to three consecutive five-year terms.
Corporate Opportunity
Concurrently with the initial public offering, PCI and the Company
entered into the PCI Non-Competition Agreement. By doing so, the Company
believes that the potential for conflicts of interest between the Company and
PCI and for directors of PCI who are also directors or officers of the Company
have been reduced. Under the PCI Non-Competition Agreement, if PCI has an
opportunity to acquire a business that is "primarily" a cellular telephone or
broadband PCS business, other than certain investments of not more than 5.0% in
publicly-traded companies (the "Excepted Opportunities"), the Company will have
the first opportunity to acquire such business. The PCI Non-Competition
Agreement defines "primarily" to mean that 80.0% of revenues or assets are
derived from or dedicated to such business.
PCI has also agreed with the Company pursuant to the PCI Non-Competition
Agreement that if PCI acquires (through one or more transactions) a controlling
interest in assets or operations which represent all or a significant part of a
cellular telephone or broadband PCS business, other than the
- 13 -
<PAGE> 17
Excepted Opportunities and subject to any required lender, regulatory or similar
approval, PCI will as promptly as practicable offer to transfer such interest to
the Company for a purchase price equal to PCI's cost, if readily determinable,
or PCI's reasonable determination of the fair value thereof, if PCI's cost is
not readily determinable, plus, in either case, costs and expenses incurred by
PCI in carrying and transferring such interest to the Company, including PCI's
cost of capital. If PCI's determination of the fair value with respect to any
such offer is in excess of $10 million and if the Special Directors of the
Company disagree with such determination, then the fair value shall be
determined by an independent appraiser chosen by the Special Directors and
approved by PCI.
The PCI Non-Competition Agreement automatically terminates at such time
as PCI or a successor no longer holds, directly or indirectly, Common Stock
representing more than 50% of the voting power in the Company.
Registration Rights Agreement
Pursuant to a Registration Rights Agreement (the "Registration Rights
Agreement") among the Company and PCI, MINC, PINC and SINC, as stockholders of
the Company (the "S Corporation Stockholders"), if the Company proposes to make
a registered public offering of any of its securities under the Securities Act
of 1933, as amended (the "Securities Act"), other than certain specified types
of offerings, the Company will be obligated to give written notice of the
proposed registration to each S Corporation Stockholder. Upon receipt of such
written notice, each S Corporation Stockholder will be entitled to request that
all or a portion of its Common Stock be included in such registration and
offering (a "Piggyback Registration"), and the Company will be required to
effect a Piggyback Registration except in certain specified circumstances.
The Registration Rights Agreement also provides that, at any time, an S
Corporation Stockholder will be entitled to request registration for sale under
the Securities Act of all or any portion of its Common Stock (a "Demand
Registration"), provided that (i) the Company will only be obligated to effect
three Demand Registrations for PCI and one Demand Registration for each of MINC,
PINC and SINC, and (ii) the Company will not be obligated to effect a Demand
Registration unless the S Corporation Stockholders request registration for sale
of shares of Common Stock that represent at least 10.0% of the aggregate amount
of Common Stock held by the S Corporation Stockholders as of the date of
execution of the Registration Rights Agreement.
Portions of the Registration Rights Agreement automatically terminate on
the date on which the S Corporation Stockholders hold, in the aggregate, less
than 10% of the total issued and outstanding Common Stock.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and certain
beneficial holders of common stock to file reports about their ownership of the
Company's Class A Common Stock. Based solely on its review of the copies of such
reports furnished to the Company by its directors and officers during and with
respect to the year 1996, the Company believes that its directors and officers
filed on a timely basis all reports required by Section 16(a) of the Exchange
Act, except that Mr. Cownie failed to file on a timely basis one report covering
two transactions.
- 14 -
<PAGE> 18
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Directors has appointed KPMG Peat Marwick LLP ("KPMG") as
the Company's independent auditors for the year ending December 31, 1997,
subject to ratification by stockholders at the Annual Meeting. Representatives
of KPMG will be present at the Annual Meeting and will have the opportunity to
make a statement if they so desire and to be available to respond to appropriate
questions. Unless otherwise indicated, properly executed proxies will be voted
in favor of ratifying the appointment of KPMG to audit the books and accounts of
the Company for the year ending December 31, 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
DATE OF SUBMISSION OF STOCKHOLDER PROPOSALS
TO BE INCLUDED IN PROXY MATERIALS
Any proposal or proposal intended to be presented by any stockholder at
the 1998 Annual Meeting of Stockholders must be received by the Company by
November 18, 1997 to be considered for inclusion in the Company's proxy
statement and form of proxy relating to that meeting.
OTHER BUSINESS TO BE TRANSACTED
As of the date of this proxy statement, the Board of Directors knows of
no other business which may come before the Annual Meeting. If any other
business is properly brought before the Annual Meeting, it is the intention of
the proxy holders to vote or act in accordance with their best judgment with
respect to such matters.
By Order of the Board of Directors
/s/ WILLIAM J. RYAN
WILLIAM J. RYAN
President and Chief Executive
Officer
Fort Myers, Florida
March 19, 1997
A COPY OF THE ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER
31, 1996 ACCOMPANIES THIS PROXY STATEMENT. STOCKHOLDERS MAY OBTAIN, FREE OF
CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE SAME YEAR BY
WRITING TO PALMER WIRELESS, INC., ATTENTION: JEFFREY GREEN, 12800 UNIVERSITY
DRIVE, FORT MYERS, FLORIDA 33907.
- 15 -
<PAGE> 19
REVOCABLE PROXY THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
PALMER WIRELESS, INC. ANNUAL MEETING OF STOCKHOLDERS APRIL 22, 1997
The undersigned stockholder hereby appoints William J. Ryan and Robert G.
Engelhardt, or either of them, attorneys and proxies of the undersigned, with
full power of substitution and with authority in each of them to act in the
absence of the other, to vote and act for the undersigned at the Annual Meeting
of Stockholders of the Company to be held on Tuesday, April 22, 1997 at 8:30
a.m. (eastern standard time) at the Company's headquarters, 12800 University
Drive, Fort Myers, Florida, and at any adjournments thereof, in respect of all
shares of the Class A Common Stock of the Company which the undersigned may be
entitled to vote, on the following matters:
1. Election of two Class I directors to the
Board of Directors: Thomas D. McCloskey, Jr.
Vickie A. Palmer
[ ] FOR all the nominees listed above. [ ] WITHHOLD AUTHORITY to vote for
the following nominee(s):
------------------------------------------------------------------
2. Proposal to ratify the appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the fiscal year ending December 31,
1997:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, on any other matters that may properly come before the
meeting, or any adjournments thereof, in accordance with the recommendations
of a majority of the Board of Directors.
(Continued and to be dated and signed on reverse side.)
<PAGE> 20
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. HOWEVER, IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEES IN PROPOSAL 1, AND FOR PROPOSAL 2.
The undersigned hereby acknowledges prior receipt of a copy of the Notice of
Annual Meeting of Stockholders and proxy statement dated March 19, 1997 and the
1996 Annual Report to Shareholders, and hereby revokes any proxy or proxies
heretofore given. This Proxy may be revoked at any time before it is voted by
delivering to the Secretary of the Company either a written revocation of proxy
or a duly executed proxy bearing a later date, or by appearing at the Annual
Meeting and voting in person.
If you receive more than one proxy card, please sign and return all cards in the
accompanying envelope.
[ ] I PLAN TO ATTEND THE APRIL 22, 1997 ANNUAL STOCKHOLDERS MEETING
Date:
--------------------------------, 1997
------------------------------------------
Signature of Stockholder or Authorized
Representative
Please date and sign exactly as name
appears hereon. Each executor,
administrator, trustee, guardian,
attorney-in-fact and other fiduciary
should sign and indicate his or her full
title. In the case of stock ownership in
the name of two or more persons, both
persons should sign.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A QUORUM
AT THE MEETING. IT IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES. DELAY IN
RETURNING YOUR PROXY MAY SUBJECT THE COMPANY TO ADDITIONAL EXPENSE.
