SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
Information To Be Included in Statements
Filed Pursuant to 130-2(a)
Emerging Communications, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of class of securities)
29089K108
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(CUSIP Number)
Jeffrey J. Prosser
5 and 10A Estate Shoys, St. Croix, U.S. Virgin Islands 00820 (809) 778-8144
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(Name, address and telephone number of person authorized
to receive notices and communications)
Copy to:
Roger Meltzer, Esq.
Cahill Gordon & Reindel, 80 Pine Street,
New York, New York 10005 (212) 701-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices)
June 5, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise
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Exhibit Index on Page 6
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subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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Exhibit Index on Page 6
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CUSIP No. 29089K108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey J. Prosser
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES VIRGIN ISLANDS
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7. SOLE VOTING POWER
NUMBER OF 5,715,865
SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 5,715,865
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,715,865
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.64% (BASED ON 10,959,131 SHARES OF COMMON STOCK ISSUED
AND OUTSTANDING ON JUNE 5, 1998 AND 108,992 SHARES OF
COMMON STOCK ISSUABLE TO MR. PROSSER UPON EXERCISE OF
PRESENTLY EXERCISABLE OPTIONS)
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Exhibit Index on Page 6
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STATEMENT PURSUANT TO RULE 13d-1 AND RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, par value $.01 per
share (the "Common Stock"), of Emerging Communications, Inc., a Delaware
corporation (the "Company"). The Company's principal executive office is at
Chase Financial Center, Orange Grove, Christiansted, St. Croix, U.S. Virgin
Islands 00821.
Item 2. Identity and Background.
(a) This statement is being filed pursuant to Rule 13d-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Jeffrey J.
Prosser (the "Reporting Person").
(b) The business address of Mr. Prosser is c/o Emerging Communications,
Inc., Chase Financial Center, Orange Grove, Christiansted, St. Croix, U.S.
Virgin Islands 00821. Mr. Prosser's residence is 5 and 10A Estate Shoys, St.
Croix, U.S. Virgin Islands 00820.
(c) The principal occupation or employment of the Reporting Person is
Chairman, Chief Executive Officer and Secretary of the Company.
(d) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such law.
(f) Mr. Prosser is a citizen of the United States Virgin Islands.
Item 3. Source and Amount of Funds or Other Consideration.
Except for shares of Common Stock acquired by the exercise of options and
shares of Common Stock that Mr. Prosser has the right to purchase pursuant to
presently exercisable options, Mr. Prosser has held the shares of Common Stock
beneficially owned by him as reported herein since the formation of the Company
as an independent public company on December 31, 1997. No funds were borrowed by
the Reporting Person in acquiring these shares. It is presently anticipated that
the source of funds for the transactions proposed by the Reporting Person as
described in Item 4 will be borrowed from the Rural Telephone Finance
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Exhibit Index on Page 6
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Corporation (the "RTFC") on terms to be negotiated between the Reporting Person
and the RTFC.
Item 4. Purpose of Transaction.
On May 29, 1998, Innovative Communication Company LLC, a Delaware limited
liability company wholly owned by Mr. Prosser and of which he is the sole member
("ICC"), submitted a revised proposal (the "Proposal") to the Company's Board of
Directors whereby the public shareholders of the Company would receive $9.125
per share in cash for their shares of Common Stock (the "Proposed Transaction").
At a meeting of the Board of Directors on May 29, 1998, the Board of Directors
referred the Proposal to a special committee of disinterested directors which
was established to evaluate and consider the Proposal. The Board of Directors
also authorized the special committee to engage financial and legal advisors to
assist it in evaluating and considering the Proposal. The Proposed Transaction
is subject, among other things, to (i) entering into a definitive acquisition
agreement with the Company, (ii) approval of the transaction by a special
committee of the Board of Directors of the Company, the full Board of Directors
of the Company and, if required in connection with a merger, the Company's
shareholders, (iii) receipt of satisfactory financing for the Proposed
Transaction, (iv) the receipt of all required third party and governmental
consents, and (v) receipt of a fairness option from the financial advisor to the
special committee of the Board of Directors of the Company stating that the
Proposed Transaction is fair, from a financial point of view, to the
shareholders of the Company.
The Reporting Person has engaged Prudential Securities Incorporated to
advise them with respect to the Proposed Transaction.
The Proposed Transaction would, if and when consummated, result in the
Company's Common Stock (i) ceasing to be authorized for quotation on the
American Stock Exchange and (ii) becoming eligible for termination of
registration under Section 12(g)(4) of the Exchange Act.
Except as set forth herein or in connection with the Proposed Transaction,
and until such time, if at all, as the Proposed Transaction is consummated, the
Reporting Person has no present plans or proposals that relate to or would
result in: (i) the acquisition of additional securities of the Company or the
disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of the Company or
any of its subsidiaries; (iii) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries; (iv) any change in the present board
of directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (v) any material change in the present capitalization or dividend policy
of the Company; (vi) any material change in the Company's business or corporate
structure; (vii) any changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (viii) causing a class of securities of
the Company to be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) causing a class of equity securities of
the Company to become eligible for termination of registration pursuant to
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Exhibit Index on Page 6
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Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
Mr. Prosser is the beneficial owner of 5,715,865 shares of Common Stock, of
which 5,606,873 shares are outstanding shares owned by ICC and 108,992 shares
represent shares issuable upon the exercise of currently exercisable options at
an exercise price of $8.00 per share. Mr. Prosser has the sole power to direct
the voting and disposition of these shares.
Mr. Prosser disclaims beneficial ownership of 97,358 shares of Common Stock
owned by his children (which shares are not included in the 5,715,865 shares
described in the preceding paragraph).
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
To the knowledge of the Reporting Person on the date hereof, except to the
extent reflected in the proposal described in Item 4, and as set forth below or
in the Exhibits filed herewith, the Reporting Person has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to securities issued by the Company, including, but not
limited to, transfer or voting of any such securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss or the giving or withholding of proxies:
Mr. Prosser is the Chairman, Chief Executive Officer and Secretary of the
Company and he is a party to an Employment Agreement with the Company dated
December 31, 1997 (the "Employment Agreement"). The Employment Agreement was
filed as Exhibit 10.1 to the Company's Registration Statement on Form S-4 (File
No. 333-33401).
Mr. Prosser is also party to a Tax Sharing and Indemnity Agreement dated
December 31, 1997 among the Company, Mr. Prosser, Atlantic Tele-Network, Inc.
and Cornelius B. Prior, which agreement was included in the
Proxy-Statement-Prospectus comprising a part of the aforementioned Registration
Statement.
Item 7. Material To Be Filed as Exhibits.
Exhibit Description
1 Proposal dated May 29, 1998 by Innovative Communications Company LLC to the
Board of Directors of the Company.
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Exhibit Index on Page 6
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Signature
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 5, 1998
/s/ Jeffrey J. Prosser
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Exhibit Index on Page 6
Exhibit 1
May 29, 1998
Board of Directors
Emerging Communications, Inc.
Chase Financial Center
Orange Grove, Christiansted
St. Croix, USVI 00821
Gentlemen:
Innovative Communication Company LLC ("ICC"), a Delaware Limited Liability
Company, is pleased to make a proposal to acquire all of the outstanding shares
of common stock of Emerging Communications, Inc. (the "Company") not currently
owned by ICC (the "Remaining Shares"). It is currently contemplated that the
transaction would be structured as a cash tender offer with a back end merger or
reverse stock split in which each holder of Remaining Shares would receive
$9.125 per share, in cash.
We believe that such a transaction would result in substantial benefits to
the Company and the holders of the Remaining Shares and would provide the
holders of the Remaining Shares with the opportunity to realize a fair and
generous cash value for their shares. The offer price of $9.125 per Remaining
Share represents a premium of approximately 30% over the closing sale price of
the Company's common stock on May 28, 1998.
Such a transaction would permit the holders of the Remaining Shares to
obtain at an attractive premium liquidity which is not normally available to
them in light of the thinly traded market for the Company's common stock.
Indeed, the price of $9.125 per share is higher than any closing sale price of
the Company's common stock since it commenced trading on December 31, 1997. We
also believe that the acquisition can be structured to accommodate and promote
the interests of the Company's employees and customers.
This proposal is subject, among other things, to the following:
1. the execution of a definitive Acquisition Agreement with the
Company containing representations, covenants, conditions and other terms
usual for transactions of this type;
2. approval of the transaction by a Special Committee of the Board of
Directors of the Company, the Board of Directors of the Company, and, if
required in connection with a merger, the Company's shareholders;
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Board of Directors
Emerging Communications, Inc.
May 29, 1998
Page 2
3. The receipt of satisfactory financing for the transaction;
4. The receipt of a fairness opinion from the financial advisor to the
Special Committee stating that the proposed transaction is fair, from a
financial point of view, to the holders of the Remaining Shares; and
5. The receipt of all required third-party and governmental consents.
ICC's advisors are in the process of preparing a definitive Acquisition
Agreement relating to the transaction, which we will provide you in the near
future. In addition, we have engaged Prudential Securities Incorporated to
advise us with respect to the transaction. Based on conversations with ICC's
financing sources, ICC believes it will be able to secure the necessary
financing to fund the transaction.
ICC wishes to make it clear that it is not interested under any
circumstances in selling its interest in the Company.
We expect that you will desire to deliberate on this proposal through a
Special Committee of disinterested directors and that such committee will desire
to retain its own advisors to assist in those deliberations. We look forward to
working with you and the advisors to the Special Committee to complete this
transaction and trust you will give this proposal your prompt attention. We, of
course, reserve the right to amend or withdraw this proposal at any time in our
sole discretion.
Very truly yours,
Innovative Communication Company LLC
By: /s/ Jeffrey J. Prosser
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