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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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STATEMENT ON SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
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PALMER WIRELESS, INC.
(Name of Subject Company)
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Palmer Wireless, Inc.
(Name of Person(s) Filing Statement)
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Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
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697033108
(CUSIP Number of Class of Securities)
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Palmer Wireless, Inc.
12800 University Drive
Fort Myers, Florida 33907
Attention: William J. Ryan
(941) 433-4350
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
the Person(s) Filing Statement
With a copy to
David B. H. Martin, Jr., Esq.
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
Exhibit Index is on page 6
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Palmer Wireless, Inc. has revised and restated this Schedule
14D-9 in its entirety as follows:
Item 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Palmer Wireless, Inc., a
Delaware corporation (the "Company"). The address of the principal executive
offices of the Company is 12800 University Drive, Fort Myers, Florida 33907.
The titles of the classes of equity securities to which this Statement relates
are the Class A common stock, par value $.01 per share, (the "Class A Common
Stock") and the Class B common stock, par value $.01 per share (the "Class B
Common Stock," and collectively with the Class A Common Stock, the "Common
Stock") of the Company.
Item 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer by Price
Communications Corporation, a Delaware Corporation ("Price Communications"),
disclosed in a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"),
dated September 5, 1997, to acquire up to 3,000,000 shares of Common
Stock (the "Shares") in exchange for shares of Price Communications common
stock (the "Exchange Offer"). Under the Exchange Offer, Price Communications
will issue Price Communications common stock with an aggregate market value of
$18.00 for each Share that is purchased, all upon the terms and subject to the
conditions set forth in the Offer to Purchase dated September 5, 1997 and the
related Letter of Transmittal. For purposes of determining the exchange ratio,
the market value of Price Communications' common stock will be determined by
taking the average closing price per share for the five trading days ending on
September 17, 1997.
According to the Schedule 14D-1, the principal executive
offices of Price Communications are located at 45 Rockefeller Plaza, Suite
3200, New York, New York, 10020.
Item 3. IDENTITY AND BACKGROUND
(a) The name and address of the Company, which is the person
filing this Statement, are set forth in Item 1 above.
(b) Except as set forth in this Item 3(b), to the knowledge
of the Company as of the date hereof, there are no material contracts,
agreements, arrangements or understandings and no actual or potential conflicts
of interest between the Company or its affiliates and (i) the Company, its
executive officers, directors or affiliates or (ii) Price Communications or its
respective executive officers, directors or affiliates.
THE MERGER AGREEMENT
On May 23, 1997, the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Price Communications and Price
Communications Cellular Merger Corp., a wholly-owned subsidiary of Price
Communications, pursuant to which Price Communications has agreed to pay $17.50
in cash in exchange for each share of the Company's Common Stock (the
"Merger"). A description of the Merger Agreement can be found in the
section entitled "General Description of the Merger" of the Proxy Statement
sent to the Company's stockholders on August 13, 1997 in connection with the
special meeting of stockholders scheduled for September 19, 1997 (the "Proxy
Statement"), attached as part of Exhibit A to the Company's letter to
stockholders dated September 5, 1997, attached hereto as Exhibit 1. As an
inducement to Price Communications entering into the Merger Agreement,
Palmer Communications Incorporated, a Delaware corporation ("PCI"), the largest
stockholder of the Company, entered into a voting agreement with Price
Communications (the "Voting Agreement"). A description of the Voting Agreement
can be found in the section of the Proxy Statement entitled "The Voting
Agreement" attached as part of Exhibit A to the Company's letter to
stockholders dated September 5, 1997, attached hereto as Exhibit 1. The Merger
Agreement was negotiated and executed before the Company learned of Price
Communications' intention to submit the Exchange Offer to the Company's
stockholders.
Certain directors and executive officers of the Company have
personal interests in the Merger. Under the terms of the Merger Agreement, the
Company's directors and executive officers who hold options to purchase stock
in the Company would be entitled to receive, along with other option holders,
cash payments upon termination of their options with the consummation of the
Merger. Under the Merger Agreement, Price Communications has agreed to continue
to indemnify current prospective indemnitees of the Company and maintain the
current liability insurance policies relating to the Company's executive
officers and directors for six years. The employment agreements between the
Company and certain of its executive officers provide for cash payments to the
officers in the event of their
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termination under certain circumstances, including a change of control of
the Company. Price Communications has entered into employment agreements with
Messrs. Ryan, Wisehart and Meehan. A description of these interests can be
found in the section of the Proxy Statement entitled "Interests of Certain
Persons in the Merger," which is attached as part of Exhibit A to the Company's
letter to stockholders dated September 5, 1997, attached hereto as Exhibit 1.
Item 4. THE SOLICITATION OR RECOMMENDATION
(a) The Board of Directors is expressing no opinion and
remaining neutral towards the exchange offer.
(b) Because the Board believes that the Merger Agreement is
fair and in the best interests of the Company and its stockholders and has made
no investigation of Price Communications, the ongoing management of the
Company's cellular operations by Price Communications or the advisability of an
investment in Price Communications stock, the Board of Directors expresses no
opinion and remains neutral toward the Exchange Offer. The Board of Directors
believes that the decision by the Company's stockholders of whether to tender
their shares of common stock pursuant to the Exchange Offer should be based on
personal factors, including whether they wish to receive cash or Price
Communications common stock or a combination thereof for their shares.
Item 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The Company engaged Goldman, Sachs, & Co. ("Goldman Sachs")
to act as its financial advisor under an agreement dated January 29, 1997.
Under this agreement, assuming the aggregate consideration paid by Price
Communications is $880 million, the Company will pay Goldman Sachs a fee of
approximately $5,500,000. The Company has also agreed to reimburse Goldman
Sachs for its reasonable out-of-pocket expenses, including attorney's fees, plus
any sales, use or similar taxes arising in connection with the Merger
Agreement, and to indemnify Goldman Sachs against certain liabilities,
including certain liabilities under the federal securities laws.
Goldman Sachs has provided certain investment banking
services to the Company from time to time for which it has received customary
compensation. In the ordinary course of its business, Goldman Sachs may from
time to time effect transactions and hold positions in securities of the
Company and Price Communications.
Except as disclosed therein, neither the Company nor any
person acting on its behalf currently intends to employ, retain or compensate
any other person to make solicitations or recommendations to security holders
on its behalf concerning the Exchange Offer or the Merger.
Item 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) Other than issuances of Common Stock by the Company to
employees under stock option or purchase plans, no transactions in the
Shares have been effected during the past 60 days by the Company or, to the
best of the Company's knowledge, by any executive officer, director or
affiliate.
(b) The Company has been informed that certain of its
directors and executive officers (including its President and Chief Executive
Officer and its Chief Financial Officer) have determined to tender an
aggregate of at least 12,849 shares of the Company's Common Stock, and that
certain other directors and executive officers have not yet had the opportunity
to determine whether to tender Shares in the Exchange Offer. PCI, the holder
of all of the Class B Common Stock, intends to exchange such shares in the
Merger.
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Item 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY SUBJECT COMPANY
(a) The Company is not engaged in any negotiation in response
to the Exchange Offer which relates to or would result in (i) an extraordinary
transaction, such as a merger or reorganization, involving the Company; (ii) a
purchase, sale or transfer of a material amount of assets by the Company; (iii)
a tender offer for or other acquisition of securities by or of the Company; or
(iv) any material change in the present capitalization or dividend policy of
the Company.
(b) Except for the Merger Agreement, there are no
transactions, Board of Directors' resolutions, agreements in principle or
signed contracts in response to the Exchange Offer that relate to or would
result in one or more of the events referred to above.
Item 8. ADDITIONAL INFORMATION TO BE FURNISHED
None.
Item 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No.
1 Letter to Stockholders of the Company dated September 5, 1997
2 Agreement and Plan of Merger by and among Palmer Wireless,
Inc., Price Communications Corporation and Price
Communications Cellular Merger Corp., dated as of May
23, 1997 (incorporated by reference to the Company's amended
proxy materials on Schedule 14A, which was filed with the
Securities and Exchange Commission on August 25, 1997)
3 Voting Agreement between Palmer Wireless, Inc. and Price
Communications Corporation dated as of May 23, 1997
(incorporated by reference to the Company's amended proxy
materials on Schedule 14A, which was filed with the
Securities and Exchange Commission on August 25, 1997)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Palmer Wireless, Inc.
By:
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William J. Ryan
Dated September 5, 1997 President and
Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Exhibit Description Page
- ----------- ------------------- ------------
<S> <C> <C>
1 Letter to Stockholders of the Company,
dated September 5, 1997.................................................... 7
</TABLE>
2 Agreement and Plan of Merger by and among Palmer Wireless,
Inc., Price Communications Corporation and Price
Communications Cellular Merger Corp., dated as of May 23, 1997
(incorporated by reference to the Company's amended proxy
materials on Schedule 14A, which was filed with the Securities
and Exchange Commission on August 25, 1997)
3 Voting Agreement between Palmer Wireless, Inc. and Price
Communications Corporation dated as of May 23, 1997
(incorporated by reference to the Company's amended proxy
materials on Schedule 14A, which was filed with the
Securities and Exchange Commission on August 25, 1997)
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EXHIBIT 1
PALMER WIRELESS, INC.
12800 University Drive
Fort Myers, Florida 33907
(941) 433-4350
September 5, 1997
To Our Stockholders:
On May 23, 1997, Palmer Wireless, Inc. entered into a merger
agreement with Price Communications Corporation, under which Prime
Communications will pay $17.50 per share in cash in exchange for all shares of
Palmer Wireless common stock. We described this merger agreement in the Proxy
Statement sent to you on August 13, 1997 (the "Proxy Statement"), portions of
which are attached to this letter as Exhibit A. That exhibit also describes the
voting agreement between Price Communications and Palmer Communications
Incorporated ("PCI") entered into as of May 23, 1997.
The Proxy Statement also contained a description of a
proposal from Price Communications to conduct a tender offer for Palmer
Wireless common stock. Price Communications has now commenced that tender offer
by way of a limited Offer to Purchase dated September 5,1997 to acquire up to
3,000,000 shares of Palmer Wireless common stock for shares of Price
Communications common stock (the "Exchange Offer"). Under the Exchange Offer,
Price Communications will issue Price Communications common stock with an
aggregate market value of $18.00 for each share of Palmer Wireless common stock
that is purchased. For purposes of determining the exchange ratio, the market
value of Price Communications common stock will be determined by taking the
average closing price per share for the five trading days ending on September
17, 1997. The principal executive offices of Price Communications are located
at 45 Rockefeller Plaza, Suite 3200, New York, New York 10020.
Your Board believes you should have adequate time to review
the terms of the Exchange Offer prior to the stockholder vote to approve the
merger agreement with Price Communications. For this reason, the Board will
adjourn the September 12 special meeting of stockholders at which the merger
agreement will be considered for one week until September 19, 1997. No
stockholder votes will be taken at the stockholder meeting on September 12,
1997. The proxy card which was distributed with the Proxy Statement will be
valid for use at the adjourned stockholders' meeting on September 19. 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.
Because the Board believes that the merger agreement is fair
and in the best interests of Palmer Wireless and its stockholders and has made
no investigation of Price Communications, the ongoing management of Palmer
Wireless' cellular operations by Price Communications or the advisability of an
investment in Price Communications stock, the Board of Directors expresses no
opinion and remains neutral toward the Exchange Offer. You should make your own
decision after receiving the accompanying Exchange Offer prospectus on whether
or not to tender, based on personal factors, including whether you would like
to receive cash or Price Communications common stock or a combination thereof
for your Palmer Wireless common stock.
Stockholders should be aware that certain directors and
executive officers of Palmer Wireless have individual interests in the merger,
including Messrs. Ryan, Wisehart and Meehan, each of whom has an employment
agreement with Price Communications following the merger. Please refer to the
section of the Proxy Statement entitled "Interests of Certain Persons in the
Merger," which is attached as Exhibit A, for a description of these
interests.
We have been informed that certain directors and executive
officers (including Palmer's President and Chief Executive Officer and its Chief
Financial Officer) have determined to tender an aggregate of at least 12,849
shares of Palmer Wireless common stock for Price Communications common stock in
the Exchange Offer, and that certain other directors and executive officers
have not yet had the opportunity to determine whether to tender shares in the
Exchange Offer.
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Palmer Communications Incorporated, the holder of all of Palmer Wireless Class B
shares, intends to exchange such shares in the merger.
Palmer Wireless is not engaged in any negotiation in response
to the Exchange Offer which relates to or would result in (i) an extraordinary
transaction, such as a merger or reorganization, involving Palmer Wireless;
(ii) a purchase, sale or transfer of a material amount of assets by Palmer
Wireless; (iii) a tender offer for or other acquisition of securities by or of
Palmer Wireless; or (iv) any material change in the present capitalization or
dividend policy of Palmer Wireless. Except for the merger agreement which was
entered into prior to the commencement of the Exchange Offer, there are no
transactions, Board of Directors' resolutions, agreements in principle or
signed contracts in response to the Exchange Offer that relate to or would
result in one or more of the events referred to above.
Thank you for your continued support.
Sincerely,
William J. Ryan
President and
Chief Executive Officer
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EXHIBIT A
EXCERPTS FROM PALMER WIRELESS, INC. PROXY STATEMENT
GENERAL DESCRIPTION OF THE MERGER
Under an Agreement and Plan of Merger dated as of May 23, 1997 (the
"Agreement") among Palmer Wireless, Inc. (the "Company"), Price Communications
and a subsidiary of Price Communications ("Merger Sub"), Price Communications
will pay $17.50 in cash in exchange for each share of the Company's Class A and
Class B common stock (together the "Common Stock"), as part of a transaction in
which Merger Sub will merge with and into the Company (the "Merger"). The
Company will be the surviving corporation and a wholly owned, indirect
subsidiary of Price Communications. Stockholders of outstanding shares will have
no further ownership interest in the Company but will be entitled to receive
$17.50 in cash for each of their shares. Price Communications will also make
certain payments with respect to the Company's stock option plans and purchase
rights under the Company's stock purchase plans. The separate existence of
Merger Sub will cease, and the Company will survive as "Price Communications
Wireless, Inc." and continue to conduct the business of a cellular telephone
company from its main office in Fort Myers, Florida. (from page 9 of Palmer
Wireless, Inc. proxy statement)
* * *
THE VOTING AGREEMENT
As an inducement to Price Communications entering into the Agreement,
Palmer Communications Incorporated ("PCI"), the largest Stockholder of the
Company, entered into a voting agreement with Price Communications as of May
23, 1997, under which PCI agreed that it (i) would not sell or otherwise
transfer any of its 17,293,578 shares of Class B Common Stock of the Company to
any entity other than Price Communications, (ii) would not convert any shares
of Class B Common Stock into Class A Common Stock, and (iii) would vote all of
its shares in favor of the Merger and the Agreement and the transactions
contemplated thereby, and against certain specified transactions. 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. Accordingly, approval of
the Merger is assured regardless of the vote of any other stockholder of the
Company. Under the voting agreement, PCI also granted Price Communications an
option to purchase all of the shares of Class B Common Stock owned by PCI at a
cash exercise price of $17.50 per share, which option is exercisable at any
time prior to the termination of the voting agreement if PCI fails to vote its
shares as required by the voting agreement. A copy of the voting agreement is
attached as Appendix C and is incorporated in the Proxy Statement. (from pages
26-27 of Palmer Wireless, Inc. proxy statement)
* * *
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INTERESTS OF CERTAIN PERSONS IN THE MERGER
In considering the recommendation of the Board with respect to the
Merger, stockholders should be aware that certain directors and executive
officers may be deemed to have interests in the Merger, in addition to their
interests as stockholders.
Stock Options
As of August 4, 1997, directors and executive officers held in the
aggregate options to purchase 517,500 shares of Class A common stock. Under the
terms of the Agreement, the directors and executive officers who hold such
stock options would be entitled to receive the following amounts upon
consummation of the Merger:
<TABLE>
<CAPTION>
Directors Amount of Payment
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<S> <C>
James S. Cownie $35,438
Clark R. Mandigo 35,438
Thomas D. McCloskey, Jr. 35,438
Vickie A. Palmer 35,438
Kermit S. Sutton 35,438
Officers Amount of Payment
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William J. Ryan $422,500
Robert G. Engelhardt 390,000
M. Wayne Wisehart 243,750
Leon J. Hensen 243,750
K. Patrick Meehan 211,250
</TABLE>
Indemnification and Insurance
Pursuant to the Agreement, Price Communications has agreed that it
will not, for a period of six years after the effective time of the Merger,
amend the Company's certificate of incorporation or bylaws in any manner that
would adversely affect the rights of persons who at any time prior to the
effective time of the Merger were identified as prospective indemnitees in
respect of actions or omissions occurring at or prior to the effective time of
the Merger. In addition, the Agreement provides that Price Communications will,
after the effective time of the Merger and to the extent permitted by Delaware
law, indemnify, defend and hold harmless the present and former officers,
directors and employees of the Company and its subsidiaries against all losses,
expenses, claims, damages, liabilities or amounts that are paid in settlement
of, with the approval of Price Communications and the Company (as the surviving
corporation in the Merger), or otherwise in connection with, any claim, action,
suit, proceeding or investigation based in whole or in part on the fact that
such person is or was such a director, officer or employee and arising out of
actions or omissions occurring at or prior to the effective time of the Merger.
Price Communications also agreed to cause to be maintained in effect for no
less than six years after the effective time of the Merger the current policies
of directors' and officers' liability insurance and fiduciary liability
insurance maintained by the Company with respect to matters occurring prior to
the effective time of the Merger.
Employment Agreements
In 1997, the Company entered into employment agreements with each of
Messrs. Ryan and Engelhardt, for an initial term
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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 until terminated by either party. Base salaries under the agreements for
1997 were $340,000, $252,000, $160,000, $178,500 and $140,000, respectively.
Each agreement specifies that if the executive officer is terminated by the
Company other than for cause (as defined therein), disability or death, or if
the executive officer terminates the agreement for good reason (as defined
therein), including a termination within one year after a change in control (as
defined therein) of the Company, the Company will pay to the executive officer:
(i) the full base salary through the date of termination and all other unpaid
amounts, if any, to which the executive officer is entitled as of the date of
termination in connection with any fringe benefits or under any incentive
compensation plan or program of the Company at the time such payments are due;
and (ii) the full base salary and any other amounts (including an annual cash
bonus equal to the average dollar bonus earned during the two fiscal years
immediately prior to the date of termination) that would have been payable to
the executive officer from the date of termination through what would have been
the remaining term of the agreement (or, in the case of termination within one
year after a change in control (as defined therein), the entire term of the
agreement), at the time such payments would otherwise have been due in
accordance with the Company's normal payroll practices. Such severance payments
for Messrs. Ryan, Engelhardt, Wisehart, Hensen and Meehan would currently be
approximately $1.4 million, $989,000, $450,000, $478,000 and $374,000,
respectively.
In addition, under the Agreement, Price Communications shall cause the
Company to provide specified executive officers with the employees benefits
provided to those officers on May 23, 1997 and for the time period set forth in
each such officer's employment agreement. To the extent that any contributions
under a qualified retirement plan by any of those specified officers would be
prohibited by applicable law, Price Communications will cause the Company to
make cash payments to such officers equal to the value of such contributions
which cannot be made so under applicable law.
On July 8, 1997, Price Communications entered into an employment
agreement with Mr. Ryan providing for Mr. Ryan's employment with Price
Communications commencing on the effective time of the Merger for a term to
expire on December 31, 1999. Under that agreement, which will replace Mr.
Ryan's existing employment agreement as of the effective time of the Merger,
Price Communications will pay Mr. Ryan a lump sum of approximately $1.4 million
and a base salary of $500,000. Price Communications expects to enter into a
comparable employment agreement with Mr. Wisehart and employment agreements
with other key employees prior to the Merger. (from pages 21-23 of Palmer
Wireless Inc. proxy statement)
