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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Palmer Wireless, Inc.
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] 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:
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(5) Total fee paid:
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[X] 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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PALMER WIRELESS, INC.
12800 UNIVERSITY DRIVE
FORT MYERS, FLORIDA 33907
(941) 433-4350
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 12, 1997
August 22, 1997
Dear Stockholder:
This letter notifies you that the upcoming special meeting of
stockholders of Palmer Wireless, originally scheduled for September 10, 1997 at
9:00 a.m., has been rescheduled for September 12, 1997 at 9:00 a.m. The special
meeting will be held at Palmer Wireless' headquarters, 12800 University Drive,
Fort Myers, Florida.
The matters to be voted on at the special meeting will include
(i) a proposal to approve an Agreement and Plan of Merger dated as of May 23,
1997, among Palmer Wireless, Price Communications Corporation and a subsidiary
of Price Communications ("Merger Sub"), pursuant to which Merger Sub will merge
with and into Palmer Wireless with Palmer Wireless surviving as "Price
Communications Wireless, Inc." and stockholders will receive $17.50 in cash for
each share of common stock of Palmer Wireless, and (ii) any other matters that
may be properly brought before the meeting.
You are urged to read the proxy statement distributed to
stockholders on August 13, 1997, which will serve as the proxy statement for the
rescheduled special meeting. The proxy card which was distributed with that
proxy statement will be valid for use at the rescheduled stockholders' meeting.
Whether or not you plan to attend the special meeting, please complete, date,
sign and return the proxy card in the envelope which accompanied the proxy
materials distributed on August 13, 1997. In the event that you would like a new
proxy statement or proxy card, you may obtain those materials by delivering a
written request to the Secretary of Palmer Wireless at the address set forth
above.
A stockholder may revoke a proxy at any time prior to the special
meeting by delivering a written notice of revocation to the Secretary of Palmer
Wireless at the address set forth above. A stockholder may also deliver a later
dated proxy to Palmer Wireless prior to the special meeting or attend the
special meeting and vote in person.
By Order of the Board of
Directors,
/s/ WILLIAM J. RYAN
William J. Ryan
President and Chief Executive
Officer
