<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
PAXSON COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
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(4) Date Filed:
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<PAGE> 2
[PAXSON COMMUNICATION CORPORATION LOGO]
April 11, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Paxson Communications Corporation (the "Company"), which will be held at The
Hyatt Regency Grand Cypress, One Grand Cypress Boulevard, Orlando, Florida
32836, on May 2, 1997, at 10:30 a.m., local time.
Please note that attendance at the Annual Meeting will be limited to
stockholders as of the record date (or their authorized representatives) and to
guests of the Company. If your shares are registered in your name and you plan
to attend the Annual Meeting, please mark the appropriate box on the enclosed
proxy card and you will be pre-registered for the meeting (if your shares are
held of record by a broker, bank or other nominee and you plan to attend the
meeting, you must also pre-register by returning the registration card forwarded
to you by your bank or broker). Stockholders who are not pre-registered will
only be admitted to the Annual Meeting upon verification of stock ownership.
The notice of the meeting and proxy statement on the following pages
contain information concerning the business to be considered at the meeting.
Please give these proxy materials your careful attention. It is important your
shares be represented and voted at the Annual Meeting regardless of the size of
your holdings. Accordingly, whether or not you plan to attend the Annual
Meeting, please complete, sign, and return the accompanying proxy card in the
enclosed envelope in order to make sure your shares will be represented at the
Annual Meeting. Stockholders who attend the Annual Meeting will have the
opportunity to vote in person.
The continuing interest of the stockholders in the business of the Company
is gratefully acknowledged. We hope many will attend the meeting.
Sincerely,
/s/ LOWELL W. PAXSON
LOWELL W. PAXSON
Chairman and Chief Executive Officer
<PAGE> 3
PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 2, 1997
---------------------
The Annual Meeting of Stockholders of Paxson Communications Corporation
will be held at The Hyatt Regency Grand Cypress, One Grand Cypress Boulevard,
Orlando, Florida 32836, on May 2, 1997 at 10:30 a.m., local time, for the
following purposes:
1. To elect seven directors;
2. To ratify the appointment of Price Waterhouse LLP as the Company's
independent certified public accountants for 1997; and
3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 3, 1997 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting.
Stockholders are requested to vote, date, sign and promptly return the
enclosed proxy in the envelope provided for that purpose, WHETHER OR NOT THEY
INTEND TO BE PRESENT AT THE MEETING.
By Order of the Board of Directors
/s/ ANTHONY L. MORRISON
Anthony L. Morrison, Secretary
West Palm Beach, Florida
April 11, 1997
<PAGE> 4
PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
PROXY STATEMENT
This proxy statement is first being sent to stockholders on or about April
12, 1997, in connection with the solicitation of proxies by the Board of
Directors of Paxson Communications Corporation (the "Company"), to be voted at
the Annual Meeting of Stockholders to be held on May 2, 1997, and at any
adjournment thereof (the "Meeting"). The Board of Directors has fixed the close
of business on April 3, 1997, as the record date of the determination of
stockholders entitled to notice of and to vote at the Meeting. At the close of
business on the record date, the Company had outstanding (i) 40,480,482 shares
of $0.001 par value Class A Common Stock ("Class A Common Stock"), entitled to
one vote per share, (ii) 8,311,639 shares of $0.001 par value Class B Common
Stock ("Class B Common Stock," and with the Class A Common Stock, collectively,
the "Common Stock"), entitled to ten votes per share, and (iii) 33,000 shares of
$0.001 par value Junior Cumulative Compounding Redeemable Preferred Stock
("Junior Preferred Stock"), entitled to one vote per share on only certain
issues.
VOTING
Shares represented by duly executed proxies in the accompanying form
received by the Company prior to the Meeting will be voted at the Meeting in
accordance with the directions given. If a proxy card is signed and returned
without specifying a vote or an abstention on any proposal, it will be voted
according to the recommendation of the Board of Directors on that proposal. The
Board of Directors recommends a vote FOR the election of directors and the other
proposals described in this Proxy Statement. The Board of Directors knows of no
business to be transacted at the Meeting other than the proposals set forth in
this proxy statement. If other matters are properly presented for action, it is
the intention of the persons named as proxies to vote on such matters according
to their best judgment.
Stockholders who hold their shares through an intermediary must provide
instructions on voting as requested by their bank or broker. A stockholder who
signs and returns a proxy may revoke it at any time before it is voted by taking
one of the following three actions: (i) giving written notice of the revocation
to the Secretary of the Company; (ii) executing and delivering a proxy with a
later date; or (iii) voting in person at the Meeting. Attendance at the Meeting
will not in itself constitute revocation of a proxy.
A majority of the outstanding shares of Common Stock, represented in person
or by proxy, constitutes a quorum for the transaction of business at the
Meeting. The election of directors will require the affirmative vote of a
plurality of the votes cast at the Meeting by the Common Stock, if a quorum is
present. The affirmative vote of at least a majority of the votes cast with
respect to the Common Stock in person or by properly executed proxy is required
to approve the other proposals to be considered at the Meeting. Votes cast by
proxy or in person at the Meeting will be tabulated by one or more inspectors of
election appointed at the Meeting, who will also determine whether a quorum is
present for the transaction of business. Abstentions and broker non-votes will
be counted as shares present at the Meeting for purposes of determining whether
a quorum is present. Because only a plurality is required for the election of
directors, abstentions or broker non-votes will have no effect on the election
of directors. As to other matters to be considered at the Meeting, abstentions
will be treated as votes AGAINST, and broker non-votes will not be counted for
the purpose of determining whether a proposal has been approved.
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to the Company's equity
securities beneficially owned on April 3, 1997, by (i) each director, (ii) each
executive officer named in the Summary Compensation Table, (iii) all directors
and executive officers of the Company as a group, and (iv) any person who is
known by the Company to be the beneficial owner of more than five percent of any
class of the Company's voting securities. Beneficial ownership means sole or
shared voting power or investment power with respect to a security. The Company
has been informed that all shares shown are held of record with sole voting and
investment power, except as otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF AGGREGATE
BENEFICIAL VOTING
CLASS OF STOCK NAME OF BENEFICIAL OWNER(1) OWNERSHIP % OF CLASS POWER
-------------- --------------------------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Class A Common Stock(2) Lowell W. Paxson 23,252,543(3) 57.4 18.8
Jacor Communications Company 2,050,000(4) 5.1 1.7
Sandler Mezzanine General Partnership 1,820,876(5) 4.5 1.5
James B. Bocock 904,850(6) 2.2 *
Dean M. Goodman 226,836(6) * *
Jon Jay Hoker 136,325(6) * *
Arthur D. Tek 160,350(6) * *
J. Patrick Michaels, Jr. 173,350(7) * *
S. William Scott 15,000(6) * *
Bruce L. Burnham 20,600(6) * *
James L. Greenwald 7,000(6) * *
All directors and executive officers as 25,001,404(8) 59.8% 21.0%
a group
Class B Common Stock Lowell W. Paxson 8,311,639(6) 100% 68.3%
Sandler Mezzanine General Partnership 606,959(5) 6.8 4.7
All directors and executive officers as 8,311,639 100% 68.3%
a group
</TABLE>
- ---------------
* Less than 1%
(1) Unless otherwise specified in the footnotes to this table, the address of
each person in this table is c/o Paxson Communications Corporation, 601
Clearwater Park Road, West Palm Beach, Florida 33401.
(2) This table does not include 2,123,244 shares of non-voting Class C Common
Stock issuable upon the exercise of warrants, nor does this table include
the number of shares of Class A Common Stock issuable upon conversion of
Class C Common Stock even though such shares are generally convertible into
or are exchangeable for shares of Class A Common Stock on a share-for-share
basis.
(3) Does not include 8,311,639 shares of Class B Common Stock, each share of
which is convertible into one share of Class A Common Stock. Mr. Paxson is
the beneficial owner of all of his shares of Class A Common Stock and Class
B Common Stock through his control of Second Crystal Diamond, Limited
Partnership, and Paxson Enterprises, Inc.
(4) According to information contained in a Schedule 13D filed with the
Securities and Exchange Commission ("Commission"), dated December 3, 1996,
Jacor Communications Company, whose address is 1300 PNC Center, 201 East
Fifth Street, Cincinnati, Ohio 45202, and which is a subsidiary of Jacor
Communications, Inc., acquired all of such shares on the open market for
investment purposes.
2
<PAGE> 6
(5) According to information contained in a Schedule 13D, as amended, filed with
the Commission, dated October 4 ,1996, Sandler Mezzanine General
Partnership, whose address is 767 Fifth Avenue, 45th Floor, New York, New
York 10153 is the general partner of each of Sandler Mezzanine Partners,
L.P., Sandler Mezzanine Foreign Partners, L.P., and Sandler Mezzanine T-E
Partners, L.P. (the "Sandler Partnerships"), and through the Sandler
Partnerships holds warrants entitling the Partnerships to purchase 1,820,876
shares of Class A Common Stock and 606,959 shares of Class B Common Stock.
Each share of Class B Common Stock is convertible into one share of Class A
Common Stock. The Sandler Partnerships also hold shares of the Company's
Junior Preferred Stock.
(6) Includes shares which may be acquired within 60 days through the exercise of
stock options granted under the Company's Stock Incentive Plans as follows:
James B. Bocock -- 847,000; Dean M. Goodman -- 180,361; Jon Jay
Hoker -- 89,000; Arthur D. Tek -- 122,000; S. William Scott -- 15,000; Bruce
L. Burnham -- 8,500; James L. Greenwald -- 7,000.
(7) Consists of shares held by certain trusts and a partnership, as to which Mr.
Michaels disclaims beneficial ownership except to the extent of his
interests in such trusts and partnership; address is 101 E. Kennedy Blvd.,
S. 3300, Tampa, FL 33602.
(8) Includes 1,374,411 shares which may be acquired within 60 days through the
exercise of stock options granted under the Company's Stock Incentive Plan.
PROPOSAL 1 -- ELECTION OF DIRECTORS
At the meeting, seven directors are to be elected to hold office until the
1998 Annual Meeting of Stockholders and until their successors have been elected
and qualified. The seven nominees for election as directors are Lowell W.
Paxson, James B. Bocock, Arthur D. Tek, J. Patrick Michaels, Jr., S. William
Scott, Bruce L. Burnham and James L. Greenwald, all of whom are currently
members of the Board. Information concerning each of the nominees is set forth
below. The persons named in the enclosed proxy card have advised that, unless
otherwise directed on the proxy card, they intend to vote FOR the election of
the designated nominees, and that should any nominee become unable or unwilling
to accept nomination or election for any reason, votes will be cast for a
substitute nominee designated by the Board of Directors, which has no reason to
believe the nominees named will be unable or unwilling to serve if elected.
NOMINEES FOR DIRECTOR
<TABLE>
<CAPTION>
POSITION, PRINCIPAL OCCUPATION, DIRECTOR
NOMINEE AGE BUSINESS EXPERIENCE AND DIRECTORSHIPS SINCE
- ------- --- ------------------------------------- --------
<S> <C> <C> <C>
Lowell W. Paxson 62 Chairman of the Board and Chief Executive Officer 1991
of the Company since 1991 (inception). President,
Home Shopping Network, Inc. ("HSN") from 1985 to
1990.
James B. Bocock 52 President and Chief Operating Officer of the 1994
Company since 1991. Vice President -- Broadcast
Affiliations of HSN from 1986 to 1991.
Arthur D. Tek 47 Vice President and Chief Financial Officer of the 1994
Company since 1992, and Treasurer of the Company
since 1994. Chief Financial Officer and
Controller from 1990 to 1992 of Chase
Communications, Inc., a television and radio
broadcasting firm.
J. Patrick Michaels, Jr. 52 Chairman of the Board and Chief Executive Officer 1995
since 1973 of Communications Equity Associates,
Inc., a financial advisory firm in the media,
communications and entertainment industries.
Director, Video Jukebox Network, Inc.
S. William Scott 63 Consultant to various media companies since 1987. 1995
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
POSITION, PRINCIPAL OCCUPATION, DIRECTOR
NOMINEE AGE BUSINESS EXPERIENCE AND DIRECTORSHIPS SINCE
- ------- --- ------------------------------------- --------
<S> <C> <C> <C>
Bruce L. Burnham 63 President since 1993 of The Burnham Group, a firm 1996
providing consulting and marketing services to
the retail industry. Director, Financial Benefit
Group, Inc., and J.B. Rudolph, Inc.
James L. Greenwald 70 Chairman and Chief Executive Officer from 1975 to 1996
1994 of Katz Communications, Inc., a broadcast
advertising representative sales firm; Chairman
Emeritus since 1994. Director, Granite
Broadcasting Company and Source Media, Inc.
</TABLE>
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
POSITION, BUSINESS EXPERIENCE
EXECUTIVE OFFICER AGE AND DIRECTORSHIPS
- ----------------- --- -----------------------------
<S> <C> <C>
Dean M. Goodman 49 President since 1995 of the Company's inTV and
Paxson Network-Affiliated Television divisions.
General Manager from 1993 to 1995 of the
Company's Miami radio group. Executive Vice
President until 1993 of the television and radio
broadcast group of Gilmore Broadcasting Corp.
Jon Jay Hoker 58 President since 1995 of the Company's Paxson Radio
division. President from 1994 to 1995 of Paxson
Networks, Inc. President from 1985 to 1994 of
Hoker Broadcasting, a radio station
owner/operator.
Anthony L. Morrison 35 Vice President, Secretary and General Counsel of
the Company since 1995. Attorney with the New
York office of O'Melveny & Meyers from 1990 to
1995.
</TABLE>
THE BOARD OF DIRECTORS AND ITS COMMITTEES
During 1996, the Company's Board of Directors held four meetings. Each
incumbent director, except for Mr. Michaels, attended at least 75% of the total
number of Board meetings and meetings of committees of which he is a member. In
addition, the Board of Directors took action fourteen times during 1996 by
written consent in lieu of a meeting signed by all members of the Board of
Directors then in office, as permitted by applicable state law.
Until October 5, 1996 the Compensation Committee consisted of Lowell W.
Paxson, Michael J. Marocco and John A. Kornreich. The Compensation Committee
recommends to the Board both base salary levels and bonuses for the Chief
Executive Officer and the other officers of the Company. See "Board Compensation
Committee Report on Executive Compensation." The Compensation Committee also
reviews and makes recommendations with respect to the Company's existing and
proposed compensation plans, and serves as the committee responsible for
administering the Company's Stock Incentive Plans. During 1996 the Compensation
Committee met in conjunction with each of the meetings of the Board of
Directors, but did not hold separate Committee meetings. Messrs. Marocco and
Kornreich resigned from the Board of Directors on October 5, 1996, in connection
with the redemption by the Company of certain outstanding preferred stock held
by the Sandler Partnerships, entities affiliated with Messrs. Marocco and
Kornreich. Mr. Marocco was subsequently reelected to the Board and continued to
serve as a member of the Compensation Committee until his resignation as a
director on March 1, 1997. Accordingly, all seats on the Compensation Committee
other than that held by Mr. Paxson are currently vacant.
During 1996, the Audit Committee consisted of Michael J. Marocco, Bruce L.
Burnham and James L. Greenwald. Mr. Burnham is the chairman of the Committee.
The duties of the Audit Committee are to recommend to the Board of Directors the
selection of independent certified public accountants, to meet with the
Company's independent certified public accountants to review the scope and
results of the audit, and to
4
<PAGE> 8
consider various accounting and auditing matters related to the Company,
including its system of internal controls and financial management practices.
During 1996, the Audit Committee had two meetings.
The Company does not have a nominating committee. This function is
performed by the Board of Directors.
COMPENSATION OF DIRECTORS
All directors receive reimbursement of reasonable out-of-pocket expenses
incurred in connection with meetings of the Board of Directors. Mr. Burnham and
Mr. Greenwald were granted certain options to purchase shares of Class A Common
Stock in consideration for their services as directors of the Company, which
commenced in 1996. No other directors receive separate compensation for services
rendered as a director.
TRANSACTIONS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
J. Patrick Michaels, Jr. is Chairman of the Board, Chief Executive Officer
and sole shareholder of Communications Equity Associates, Inc. ("CEA"). Prior to
his becoming a director in February 1995, the Company engaged CEA as a financial
advisor in connection with the private placements of the Junior Preferred Stock
and other preferred stock which has since been redeemed, as well as with the
Company's various lending relationships. In connection with such matters,
management of the Company believes that its arrangements with CEA have been, and
will continue to be, on terms comparable to those generally available from
unaffiliated third parties. During 1996, CEA was paid approximately $250,000 for
these services.
S. William Scott has an arrangement with the Company pursuant to which he
provides consulting services to the Company with respect to the development of
its news programming for its radio and television broadcast business and its
radio network business. During 1996, Mr. Scott was paid approximately $81,000
for such services. Mr. Scott has been providing such services since before he
became a director.
During December, 1996, the Company agreed to extend loans to certain of its
key employees, including The Executive Officers, to finance the purchase by such
officers of shares of Class A Common Stock on the open market. The loans are the
personal obligations of each such officer and are secured by a pledge of the
shares of Class A Common Stock purchased with the loan proceeds. Each loan
accrues interest at a fixed annual rate of 5.75% and is due and payable in full,
with all accrued and unpaid interest, upon the earlier of March 31, 1999, or the
sale of the shares of Class A Common Stock pledged as security for the loan. As
of March 31, 1997, the outstanding balance of principal and accrued interest on
such loans to The Executive Officers was as follows: Mr. Bocock, $490,111.86;
Mr. Goodman, $393,741.55; Mr. Hoker, $393,741.55; Mr. Tek, $324,905.61; and Mr.
Morrison, $258,823.12.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers and persons who own more than ten percent of the Common
Stock of the Company to file initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of the Company with the
Securities and Exchange Commission and to furnish the Company with copies of all
Section 16(a) reports they file. Based on its review of the copies of such
reports received by it, the Company believes that during 1996, its directors,
officers and ten percent beneficial owners complied with all applicable
reporting requirements, except that Bruce L. Burnham, director of the Company,
filed a late report as to his acquisition of Company equity securities.
5
<PAGE> 9
EXECUTIVE COMPENSATION
The following table presents certain information concerning the
compensation received or accrued for services rendered during the fiscal years
ended December 31, 1994, 1995 and 1996 for the Company's Chief Executive Officer
and four highest paid executive officers (collectively, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------
ANNUAL COMPENSATION NUMBER OF
-------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2) OPTIONS COMPENSATION
- --------------------------- ---- --------- -------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Lowell W. Paxson 1996 $385,000 $ -0- $ -0- -0- $ -0-
Chairman and Chief 1995 350,000 -0- -0- -0- -0-
Executive Officer 1994 -0- -0- -0- -0- -0-
James B. Bocock 1996 275,000 -0- 415,140 225,000 14,750(3)(4)
President and Chief 1995 225,000 -0- 164,325 850,000 -0-
Operating Officer 1994 160,000 -0- -0- -0- -0-
Dean M. Goodman 1996 250,000 101,200 289,340 150,000 13,500(3)(4)
President -- Paxson 1995 200,000 75,000 229,625 223,361 -0-
Television 1994 183,750 207,057 -0- -0- -0-
Jon Jay Hoker 1996 250,000 50,000 201,280 150,000 13,500(3)(4)
President -- Paxson 1995 200,000 50,000 182,688 150,000 -0-
Radio 1994 140,000 51,043 -0- -0- -0-
Arthur D. Tek 1996 175,000 -0- 289,340 125,000 9,750(3)(4)
Vice President, Treasurer, 1995 150,000 -0- -0- 150,000 3,000(5)
and Chief Financial Officer 1994 112,500 -0- -0- -0- -0-
</TABLE>
- ---------------
(1) Includes amount Named Executive Officer elected to defer pursuant to the
Company's Profit Sharing Plan.
(2) Represents the difference between the price paid by the Named Executive
Officer upon the exercise of certain of his options granted under the Stock
Incentive Plan and the fair market value of the underlying Common Stock at
the time of exercise.
(3) Includes the following Company contributions to supplemental retirement
plans during 1996: Mr. Bocock -- $13,750; Mr. Goodman -- $12,500; Mr.
Hoker -- $12,500; and Mr. Tek -- $8,750.
(4) Includes $1,000 Company contributions to the Profit Sharing Plan during 1996
for each of Messrs. Bocock, Goodman, Hoker, and Tek.
(5) Represents relocation allowance in excess of general allowance under
Company's relocation plan.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF SHARES POTENTIAL REALIZABLE VALUES AT ASSUMED
OF COMMON STOCK ANNUAL RATES OF STOCK PRICE APPRECIATION
UNDERLYING % OF TOTAL OPTIONS EXERCISE FOR OPTION TERM(2)
OPTIONS GRANTED TO EMPLOYEES PRICE PER EXPIRATION -----------------------------------------
NAME GRANTED(1) IN FISCAL YEAR SHARE DATE 0%(3) 5% 10%
- ---- ---------------- -------------------- --------- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lowell W. Paxson -0- -0- N/A N/A $ -0- $ -0- $ -0-
James B. Bocock 225,000 11.1% $3.42 10/31/06 1,228,500 2,485,000 4,413,000
Dean M. Goodman 150,000 7.4% 3.42 10/31/06 819,000 1,657,000 2,942,000
Jon Jay Hoker 150,000 7.4% 3.42 10/31/06 819,000 1,657,000 2,942,000
Arthur D. Tek 125,000 6.2% 3.42 10/31/06 682,500 1,381,000 2,452,000
</TABLE>
- ---------------
(1) All options granted to the Named Executive Officers were granted pursuant to
the 1996 Stock Incentive Plan. The options were granted pursuant to a five
year vesting schedule commencing January 1, 1996. All options are for Class
A Common Stock.
6
<PAGE> 10
(2) Potential realizable value is based on the assumed annual growth rates over
the 10 year option term. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised. There is therefore no assurance the value
realized by an executive will be at or near the amounts reflected in this
table.
(3) Denotes realizable value at the date of grant which reflected a market value
of $8.88 per share.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 1996 AT DECEMBER 31, 1996(1)
ACQUIRED ON VALUE ------------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE(2) NONEXERCISABLE EXERCISABLE NONEXERCISABLE
- ---- ----------- -------- -------------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Lowell W. Paxson -0- -0- -0- -0- $ -0- $ -0-
James B. Bocock 33,000 $415,140 802,000 225,000 3,568,900 1,001,250
Dean M. Goodman 23,000 289,340 120,361 210,000 535,606 934,500
Jon Jay Hoker 16,000 201,280 29,000 240,000 129,050 1,068,000
Arthur D. Tek 23,000 289,340 97,000 155,000 431,650 689,750
</TABLE>
- ---------------
(1) Based on the public trading price of the Class A Common Stock of $7.87 on
December 31, 1996.
(2) Excludes securities underlying options which vested January 1, 1997 as
follows: James B. Bocock -- 45,000; Dean M. Goodman -- 30,000; Jon Jay
Hoker -- 30,000; Arthur D. Tek -- 25,000.
STOCK INCENTIVE PLANS
The Company established its Stock Incentive Plan in November 1994 (the
"1994 Plan") and its 1996 Stock Incentive Plan in October 1996 (the "1996 Plan")
to provide incentives to officers and other employees who contribute
significantly to the strategic and long-term performance objectives and growth
of the Company. The 1994 Plan and the 1996 Plan (collectively, the "Stock
Incentive Plans") are administered by the Compensation Committee of the
Company's Board of Directors.
The Stock Incentive Plans provide for the granting of awards, in the form
of incentive stock options, non-qualified stock options or restricted shares of
Class A Common Stock, to officers and employees as determined by the
Compensation Committee except that the class of persons eligible to receive
awards under the 1996 Plan includes all persons performing services for the
Company or any of its subsidiaries and all persons who have in the past
performed such services (whether or not such persons are officers or employees
of the Company or any such subsidiary), and all persons performing services
relating to the Company in their capacity as an employee or independent
contractor of a corporation or other entity providing such services to the
Company. Under the 1994 Plan, 2,143,575 shares of Class A Common Stock were
available for issuance pursuant to awards granted thereunder, and an additional
2,000,000 shares of Class A Common Stock were made available under the 1996
Plan.
The exercise price per share of Class A Common Stock deliverable upon the
exercise of each stock option granted under the Stock Incentive Plans is
determined by the Compensation Committee at the date the stock option is granted
and as provided in the terms of the Stock Incentive Plans. Stock options are
exercisable in whole or in part on such date or dates as are determined by the
Compensation Committee at the date of the grant. The Compensation Committee may,
in its sole discretion, accelerate the time at which any stock option may be
exercised. Stock options expire on the date or dates determined by the
Compensation Committee at the time the stock options are granted. Holders of
more than 10% of the combined voting power of the capital stock of the Company
may be granted stock options, provided that if any of such options are intended
to be incentive stock options, the exercise price must be at least 110% of the
fair market value of Class A Common Stock as of the date of the grant and the
term of the option may not exceed five years.
Options granted under the Stock Incentive Plans may be exercised by the
participant to whom granted or by his or her legal representative. If a
participant's employment is terminated for cause, each option which has not been
exercised shall terminate.
The Compensation Committee also has the discretion to award restricted
stock, which are shares of Class A Common Stock which are subject to forfeiture
in whole or in part if the recipient's employment with
7
<PAGE> 11
the Company is terminated prior to the end of the restrictive period.
Participants who receive restricted stock do not become 100% vested in their
restricted stock until five years after the effective date of the award. During
the restricted period prior to vesting, the participant may transfer the
restricted stock to a trust for the benefit of the participant or an immediate
family member, but may not otherwise sell, assign, transfer, give or otherwise
dispose of, mortgage, pledge or encumber such restricted stock. The Compensation
Committee may, in its discretion, provide that a participant shall be vested in
whole or with respect to any portion of the participant's award not previously
vested if the participant's employment with the Company is terminated because of
death, disability or retirement. To date, the Committee has not awarded any
restricted stock under the Stock Incentive Plans.
PROFIT SHARING PLAN
The Company has a profit sharing plan under Section 401(k) of the Internal
Revenue Code (the "Profit Sharing Plan"). The Profit Sharing Plan provides that
employees of the Company must complete one year of service in order to be
eligible to defer salary and, if available, receive matching contributions under
the Section 401(k) portion of the Profit Sharing Plan. Participants may elect to
defer a specified percentage of their compensation into the Profit Sharing Plan
on a pre-tax basis. The Company may, at its sole discretion, make matching
contributions based on a percentage of deferred salary contributions at a
percentage rate to be determined by the Board of Directors of the Company, which
matching contributions may be in Company stock. In addition, the Company may
make supplemental profit sharing contributions in such amounts as the Board of
Directors of the Company may determine. Participants earn a vested right to
their profit sharing contribution in increasing amounts over a period of five
years. After five years of service, the participant's right to his or her profit
sharing contribution vests 100%. Thereafter the participant may receive a
distribution of the entire value of his or her account at age 55, 62 or 65 or
upon termination of employment, death or disability.
EMPLOYMENT AGREEMENTS
Mr. Paxson is employed as Chairman and Chief Executive Officer of the
Company under an employment agreement. The agreement provides that Mr. Paxson
will be employed for a five and one-half year period commencing on June 30,
1994, unless sooner terminated. Mr. Paxson began receiving an annual base salary
of $350,000 commencing on January 1, 1995, which increased to $385,000 in 1996
and will increase to $423,500 in 1997, $465,850 in 1998 and $500,000 in 1999. In
addition to the base salary, Mr. Paxson may receive an annual bonus at the
discretion of, and in an amount set by, members of the Compensation Committee
that are not employees of the Company. Mr. Paxson's employment agreement is
renewable for successive one-year terms, subject to good faith negotiation of
its terms. Under the terms of the agreement, Mr. Paxson is eligible to
participate in all employee benefit plans and arrangements that are generally
available to other senior executives, and is entitled to vacation days in an
amount determined annually by the Board of Directors after good faith
negotiation. Mr. Paxson is reimbursed for all reasonable expenses incurred by
him in the discharge of his duties, including entertainment and travel. Mr.
Paxson's employment agreement is terminable by the Board of Directors before
expiration for good cause, as defined in the agreement, or by Mr. Paxson for
good reason, as defined in the agreement. In the event of Mr. Paxson's permanent
disability or death, the Company will pay Mr. Paxson, or his estate, as the case
may be, his then existing salary for the remaining term of the agreement, in the
case of disability, or one year, in the case of death.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, Messrs. Paxson, Marocco and Kornreich served on the
Compensation Committee. Mr. Paxson is the Chairman of the Board and Chief
Executive Officer of the Company. Messrs. Marocco and Kornreich are principals
of the Sandler Partnerships, which own shares of the Junior Preferred Stock and
Warrants to purchase shares of common stock. See "Security Ownership of
Management and Certain Beneficial Owners." Set forth below is a description of
certain transactions and relationships between Mr. Paxson, his affiliates and
others and the Company, and between the Sandler Partnerships and the Company.
The Christian Network, Inc. The Company has entered into several
agreements with The Christian Network, Inc., and certain of its for profit
subsidiaries (individually and collectively referred to herein as
8
<PAGE> 12
"CNI"). CNI is a non-profit corporation to which Mr. Paxson has provided
substantial financial support and of which Mr. Paxson was a member of the Board
of Stewards through 1993.
Investment in Broadcast Properties. At December 31, 1996, the Company had
investments in broadcast properties of $12,810,087 related to the Company's
financing of certain broadcasting acquisitions for CNI and, at December 31, 1996
as described below, held a demand note from CNI which had been made to finance
working capital requirements. In connection with the financing of broadcast
acquisitions, the Company has entered into time brokerage agreements with the
applicable stations and has obtained options to purchase certain of these
stations. During 1996, the Company acquired certain stations from CNI for total
consideration of approximately $17,200,000.
KLDT-TV. During 1995, in connection with CNI securing the rights to
acquire television station KLDT-TV in Dallas, Texas and, prior to such
acquisition, operate the station pursuant to a TBA, Mr. Paxson initially loaned
CNI $1,000,000 to make a deposit in respect to such acquisition and guaranteed
the obligations of CNI under the purchase agreement and the TBA. On January 9,
1996, the Company purchased such note from Mr. Paxson at its face value.
During 1996, as a result of third party challenges to the FCC license
renewal application by KLDT-TV, CNI withdrew its application with the FCC for
the license of KLDT-TV. In connection therewith, the Company, CNI and certain
parties attempting to acquire KLDT-TV's FCC license entered into a settlement
agreement whereby CNI, and as a result, the Company, would be repaid a total of
$925,000 in connection with their cumulative investments in KLDT-TV. As a result
of the settlement agreement, the Company recorded a charge to operations of
approximately $252,000 in connection with its investment related to KLDT-TV.
CNI Agreement. The Company and CNI entered into an agreement in May 1994
(the "CNI Agreement") under which the Company agreed that, if the tax exempt
status of CNI were jeopardized by virtue of its relationships with the Company
and its subsidiaries, the Company would take certain actions to ensure that
CNI's tax exempt status would no longer be so jeopardized. Such steps could
include, but not be limited to, rescission of one or more transactions or
payment of additional funds by the Company. The Company believes that all of its
agreements with CNI have been on terms as favorable to CNI as it would obtain in
arm's length transactions. The Company intends any future agreements with CNI to
be as favorable to CNI as CNI would obtain in arm's length transactions.
Accordingly, if the Company's activities with CNI are consistent with the terms
governing their relationship, the Company believes that it will not be required
to take any actions under the CNI Agreement. However, there can be no assurance
that the Company will not be required to take any actions under the CNI
Agreement at a material cost to the Company.
Demand Note. At December 31, 1996, the Company had advanced CNI $2,993,000
under a demand note bearing interest at the prime rate (8.25% at December 31,
1996). The outstanding principal is due on or before January 1, 1998 and has
been included within investments in broadcast properties in the accompanying
consolidated balance sheet at December 31, 1996.
WFCT-TV. The Company leases certain broadcasting assets to CNI in
connection with the operation of WFCT-TV for lease payments of $60,000 per year.
Worship Channel Studio. CNI and the Company have contracted for the
Company to lease CNI's television production and distribution facility for the
purpose of producing television programming for the Company. During the year
ended December 31, 1996, the Company incurred rental charges in connection with
this agreement of $193,000.
Stockholders Agreement. The Company is party to that certain Amended and
Restated Stockholders Agreement dated as of December 22, 1994 (as amended, the
"Stockholders Agreement"), by and among Second Crystal Diamond, Limited
Partnership, Paxson Enterprises, Inc., (the entities through which Mr. Paxson
maintains his beneficial interests in the Company), the four holders of the
Company's Senior Preferred Stock (which was redeemed in October, 1996), three of
which holders are affiliates of Michael J. Marocco and John A. Kornreich, former
directors of the Company (the "Sandler Group"), the holders of the Company's
Junior Preferred Stock and the Company. The parties to the Stockholders
Agreement further amended certain provisions thereof on March 26, 1996 to, among
other things, terminate the right of the
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<PAGE> 13
holders of the Class A and Class B warrants ("Warrant Shares") to require the
Company to purchase such Warrant Shares, permit the Company to issue 2,000,000
additional shares of Class A Common Stock (or options to purchase the same) to
persons performing services for the Company, permit the Company to issue 125,000
shares of Class A Common Stock (or options to purchase the same) at an exercise
price of $3.42 per share, delete certain restrictions on the Company's ability
to acquire businesses in consideration for stock of the Company and modify
certain rights of the parties to register Common Stock of the Company.
The Stockholders Agreement grants the parties thereto a right of first
refusal to purchase certain securities issued by the Company, as well as certain
registration rights. In connection with the offering of exchangeable preferred
stock, the Company has entered into an additional agreement with the parties to
the Stockholders Agreement dated September 16, 1996, that, among other things,
provides for the redemption of the Initial Senior Preferred Stock and Series B
Preferred Stock and the waiver of the parties' right of first refusal and
registration rights with respect to the aforementioned offering. In addition,
such agreement eliminates certain rights of the Sandler Group under the
Stockholders Agreement and provides for the termination of certain rights
thereunder of the holders of the Existing Preferred Stock effective upon the
future redemption of the Existing Preferred Stock by the Company.
Todd Communications, Inc. In 1993, Mr. Paxson contributed to the Company a
demand note receivable in the amount of $1,750,000 from Todd Communications,
Inc., a company which owned WFSJ-FM (St. Augustine, Florida) and was
beneficially owned by members of Mr. Paxson's family. The note receivable
accrued interest at the short-term annual applicable federal rate prescribed by
the Internal Revenue Service with the balance of principal and interest due upon
demand. Todd Communications also had a note outstanding to Mr. Paxson in the
principal amount of $1,643,000. During June 1996, the Company acquired Todd
Communications for aggregate consideration of $5,000,000, consisting of the
cancellation of the Todd Communications note held by the Company in the
principal amount of $1,822,000, assumption and immediate repayment by the
Company of the note to Mr. Paxson and the issuance of shares of Class A Common
Stock valued at approximately $1,535,000 to the shareholders of Todd
Communications.
Whitehead Media. The Company initially financed the acquisition by
Whitehead Media of each of WTVX-TV and WOAC-TV. Whitehead Media subsequently
obtained refinancing from Banque Paribas, an affiliate of a holder of the Junior
Preferred Stock and warrants to acquire Class C Common Stock, and Canadian
Imperial Bank of Commerce, the proceeds of which were used to repay the debt
owed by Whitehead Media to the Company and to fund Whitehead Media's acquisition
of WNGM-TV, and, in connection with such refinancing, Mr. Paxson and Second
Crystal Diamond, Limited Partnership unconditionally guaranteed the obligations
of Whitehead Media thereunder. In December, 1996, the terms and conditions of
the financing to Whitehead Media was amended to, among other things, remove
Canadian Imperial Bank of Commerce as a lender thereunder, terminate the
guaranty of Mr. Paxson and Second Crystal Diamond, extend the term and change
the interest rate thereof, and provide for an unconditional guaranty by the
Company of all obligations owed by Whitehead Media to Banque Paribas thereunder.
The Company is permitted to operate stations WTVX-TV and WOAC-TV pursuant to
time brokerage agreements and as a result of the third party financing to
Whitehead Media has an option to purchase each of such stations, which options
to purchase would otherwise be prohibited under FCC rules and regulations
because each of such stations serves a market in which the Company owns another
television station which also serves the stock market.
World Travelers Network. Effective January 1, 1996, Mr. Paxson purchased
certain assets of World Travelers Network, Inc. ("WTN"), a wholly owned
subsidiary of the Company. WTN's business was unprofitable and the Company had
determined to discontinue its operations. Mr. Paxson purchased all of the assets
of WTN except for its accounts receivable for $70,322 in cash, which price was
equal to the book value of such assets. WTN retained its accounts receivable and
accounts payable.
South Carolina Radio Network. Effective January 1, 1996, Mr. Paxson
purchased from the Company certain assets of the Company's unprofitable South
Carolina Radio Network. Mr. Paxson purchased all of the assets of the South
Carolina Radio Network other than cash and accounts receivable for $45,413 in
cash paid to the Company, which price was equal to the book value of such
assets. The Company retained the cash,
10
<PAGE> 14
accounts receivable and accounts payable of the South Carolina Radio Network
operation. The parties agreed that if Mr. Paxson resold such assets at a profit
prior to April 1, 1996, the amount of any profit would be paid to the Company.
Mr. Paxson subsequently sold such assets to a third party for $150,000, with the
excess over $45,413 being paid to the Company.
Bobcats. During January 1996, the Company entered into a limited
partnership agreement to co-own and operate an Arena Football League Franchise
in West Palm Beach, Florida. The Company acquired for $900,000 a 1% general
partnership interest and a 44% limited partnership interest in Florida Sports
Enterprises Limited Partnership (FSELP), a Florida limited partnership of which
the managing general partner is Florida Bobcats Football, Inc. The Company then
transferred all of its economic interests in its limited partnership interest to
Mr. Paxson for a cash payment of $900,000. Additionally, the Company retained an
option to reacquire from Mr. Paxson the limited partnership interest for a
period of 10 years for $905,000 in cash. During 1996, the Company made
additional investments in FSELP of approximately $657,000.
During the fourth quarter of 1996, in connection with its acquisition of
another Arena Football League franchise, the Company formally withdrew as a
general partner of FSELP and renounced its rights to acquire economic interests
in the limited partnership interest from Mr. Paxson. Further, the Company wrote
off its additional investment of $657,000 in FSELP.
DP Media, Inc. In connection with the acquisition by DP Media, Inc. (DP
Media) of WEBZ-FM (formerly WMTO-FM), during September 1996, the Company agreed
to loan up to $750,000 to DP Media, a company beneficially owned by members of
Mr. Paxson's family. The loan bears interest at the rate of 10%, requires
monthly principal and interest payments and matures in November 2003. The loan
is secured by the assets of DP Media. At December 31, 1996, the outstanding
balance on this loan was approximately $525,000.
In 1996, the Company entered into a five-year sales and related services
agreement with DP Media under which the Company agreed to pay a net minimum
monthly fee of $22,000 for all of the thirty and sixty second spot time of
WEBZ-FM and agrees to provide other certain services. The agreement is
cancellable upon six months written notice by either party.
The Company has recently committed to lend DP Media up to $10,000,000 for
purposes of purchasing television station WRMY, Rocky Mount, North Carolina. The
loan will be payable on a monthly basis over 7 years at an interest rate set at
prime plus 1 percent.
Additionally, the Company has agreed to sell the assets of television
station WSHE-TV, Martinsburg, West Virginia, to DP Media for $2,470,000 in the
form of a promissory note, subject to FCC approval. The note bears interest at
8.25% payable monthly with the entire principal due twenty four months from the
date of close. Following the closing, the Company and DP Media will enter into
an affiliation agreement with the Informall Television Network, a subsidiary of
the Company.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the following Board Compensation Committee Report on
Executive Compensation and the Performance Graph shall not be incorporated by
reference into any such filings.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee, which was first created in February 1995,
consisted until October 5, 1996, of Lowell W. Paxson, Chief Executive Officer of
the Company, and Michael J. Marocco and John A. Kornreich, affiliates of the
Sandler Partnerships. Messrs. Marocco and Kornreich resigned from the Board of
Directors on October 5, 1996. Mr. Marocco was subsequently re-elected to the
Board and continued to serve on the Compensation Committee until his resignation
as a director on March 1, 1997. The Compensation Committee has been directed to
recommend to the Board both base salary levels and bonuses for the executive
officers of the Company other than the Chief Executive Officer, to administer
the Stock Incentive Plans and to make recommendations with respect to any other
Company compensation plans. Mr. Paxson's annual base salary is fixed pursuant to
the terms of an employment agreement entered into in 1994. Under the employment
agreement, Mr. Paxson is permitted to receive an annual bonus at the discretion
of and in an amount
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<PAGE> 15
determined by the members of the Compensation Committee who are not employees of
the Company. Mr. Paxson did not receive a bonus for service during 1996.
The Compensation Committee approved all awards granted during 1996 under
the Stock Incentive Plans. During 1996, annual base salaries for executive
officers and other key management personnel other than Mr. Paxson were
determined by Mr. Paxson. While the Board of Directors was advised of Mr.
Paxson's determinations and Mr. Paxson acted after receiving the advice and
recommendations of other executive officers, his decisions were not brought to
the Board of Directors or the Compensation Committee for formal action. The
decisions of Mr. Paxson and the Compensation Committee were made in part to
reward performance measured by the Company's annual and long-term goals, and in
recognition that the Company operates in a competitive environment in which both
performance and compensation should be evaluated in comparison to industry
peers.
Compensation Committee
Lowell W. Paxson
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<PAGE> 16
PERFORMANCE GRAPH
The following graph is a comparison of the cumulative total returns for the
Company's common stock as compared with the cumulative total return for the
American Stock Exchange Market Value Index and a peer group index (the "Peer
Group Index"). The Securities and Exchange Commission rules permit the Company
to select a peer group in good faith with which to compare its stock performance
by selecting a group of companies in lines of business similar to its own.
Accordingly, the Company has selected a peer group that includes companies which
are actively traded on the NASDAQ Stock Market and the New York Stock Exchange.
Common Stock for Clear Channel Communications, Inc., Evergreen Media Corp.,
Infinity Broadcasting Corp., Renaissance Communications Corp. and Saga
Communications, Inc. have been included in the Peer Group Index.
The cumulative return of the Company was computed by dividing the
difference between the price of the Company's common stock at the end and the
beginning of the measurement period (November 7, 1994 to December 31, 1996) by
the price of the Company's common stock at the beginning of the measurement
period. The total return calculations are based upon an assumed $100 investment
on November 7, 1994, the date the Company first became publicly traded. Similar
calculations were made with respect to the American Stock Exchange Market Value
Index and the Peer Group Index for the relevant periods assuming that all
dividends were reinvested. In addition, the calculations for members of the peer
group were weighted on the basis of their respective market capitalizations.
<TABLE>
<CAPTION>
Paxson
Measurement Period Communications AMEX Market
(Fiscal Year Covered) Corporation Value Index Peer Group Index
<S> <C> <C> <C>
11/7/94 $100 $100 $100
12/31/94 $ 87.6 $ 96.3 $103.2
12/31/95 $114.4 $121.7 $164.5
12/31/96 $ 58.2 $129.5 $247.5
</TABLE>
The Company cautions that the stock price performance shown in the graph
above should not be considered indicative of potential future stock price
performance.
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<PAGE> 17
PROPOSAL 2 -- RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company's Board of Directors has appointed Price Waterhouse LLP, Fort
Lauderdale, Florida, as independent accountants to audit the consolidated
financial statements of the Company for the year ending December 31, 1997.
Representatives of Price Waterhouse LLP are expected to be present at the Annual
Meeting of Stockholders with the opportunity to make a statement if they desire
to do so and to respond to appropriate questions posed by stockholders. The
Company has not had any changes in or disagreements with its independent
accountants on accounting or financial disclosure issues. The Board of Directors
recommends a vote FOR the ratification of the appointment of Price Waterhouse
LLP as the Company's independent certified public accountants for 1997.
OTHER INFORMATION
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of stockholders intended for presentation at the 1998 annual
meeting must be received by the Company on or before December 15, 1997 in order
to be included in the Company's proxy statement and form of proxy for that
meeting.
EXPENSES OF SOLICITATION
The expense of preparing, printing, and mailing proxy materials to
stockholders of the Company will be borne by the Company. In addition to
solicitations by mail, regular employees of the Company may solicit proxies on
behalf of the Board of Directors in person or by telephone. The Company will
also reimburse brokerage houses and other nominees for their expenses in
forwarding proxy material to beneficial owners of the Company's stock.
OTHER MATTERS
The financial statements, financial information and management discussion
and analysis of financial condition and results of operations set forth in the
Company's 1996 Annual Report are incorporated by reference. The Company will
provide to any stockholder, upon the written request of any such person, a copy
of the Company's Annual Report on Form 10-K, including the financial statements
and the schedules thereto, for its fiscal year ended December 31, 1996, as filed
with the Securities and Exchange Commission pursuant to Rule 13a-1 under the
Securities Exchange Act of 1934. No charge will be made for copies of such
annual report; however, a reasonable charge for the exhibits will be made.
By Order of the Board of Directors
/s/ ANTHONY L. MORRISON
Anthony L. Morrison, Secretary
West Palm Beach, Florida
April 11, 1997
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<PAGE> 18
APPENDIX
PROXY PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Anthony L. Morrison and William L. Watson,
or either of them, as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them or their substitutes to represent and to
vote, as designated below, all the shares of stock of Paxson Communications
Corporation held of record by the undersigned on April 3, 1997, at the annual
meeting of stockholders to be held on May 2, 1997 or any adjournment thereof.
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C> <C> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below)
L. W. Paxson, J. B. Bocock, A. D. Tek, J. P. Michaels, Jr., S. W. Scott, B. L.
Burnham, J. L. Greenwald
2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR 1997
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on other side)
(Continued from other side)
3. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
Dated: , 1997
--------------
------------------------------
Signature
------------------------------
Signature if held jointly
PLEASE SIGN EXACTLY AS NAME
APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH
SHOULD SIGN. When signing as
attorney, as executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
President or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
