<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>
TELETOUCH COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
(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:
(4) Date Filed:
<PAGE> 2
[TELETOUCH LOGO]
110 N. COLLEGE, SUITE 200
TYLER, TEXAS 75702
October 11, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Teletouch Communications, Inc. on November 9, 2000. The 2000 annual meeting will
begin at 8:00 a.m. local time at the Adolphus Hotel, 1321 Commerce, Dallas,
Texas.
Information regarding each of the matters to be voted upon at the 2000 annual
meeting is contained in the attached Proxy Statement and Notice of the Annual
Meeting of Stockholders. We urge you to read the Proxy Statement carefully. The
Proxy Statement is being mailed to all stockholders on or about October 11,
2000.
Because it is important that your shares be voted at the 2000 annual meeting,
whether or not you plan to attend in person, we urge you to complete, date and
sign the enclosed proxy card and return it as promptly as possible in the
accompanying envelope. If you are a stockholder of record and do attend the
meeting and wish to vote your shares in person, even after returning your proxy,
you still may do so.
We look forward to seeing you in Dallas on November 9, 2000.
Very truly yours,
/s/ Robert M. McMurrey
Robert M. McMurrey
Chairman of the Board
<PAGE> 3
TELETOUCH COMMUNICATIONS, INC.
110 N. COLLEGE, SUITE 200
TYLER, TEXAS 75702
----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------------------
TO THE STOCKHOLDERS OF TELETOUCH COMMUNICATIONS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Teletouch Communications, Inc., a Delaware corporation ("Teletouch" or the
"Company"), will be held on November 9, 2000, at the Adolphus Hotel, 1321
Commerce, Dallas, Texas, at 8:00 a.m. local time, and thereafter as it may from
time to time be adjourned, for the purposes stated below:
1. To elect two Class III directors to serve for three years and until
their successors have been duly elected and shall qualify;
2. To ratify the selection of Ernst & Young LLP as the Company's
independent accountants; and
3. To transact such other business as may properly come before the meeting
in connection with the foregoing or otherwise.
All stockholders are cordially invited to attend the Annual Meeting of
Stockholders. Only those stockholders of record at the close of business on
October 3, 2000 are entitled to notice of and to vote at the Annual Meeting of
Stockholders and any adjournments thereof. The stock transfer books will not be
closed.
Stockholders should note that the Teletouch By-Laws provide that no
proposals or nominations of directors by stockholders shall be presented for
vote at an annual meeting of stockholders unless notice complying with the
requirements in the By-Laws is provided to the Board of Directors or the
Teletouch Secretary no later than the close of business on the fifth day
following the day on which notice of the meeting is first given to stockholders.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE AND SIGN THE
ENCLOSED FORM OF PROXY AND MAIL IT PROMPTLY IN THE ENVELOPE PROVIDED.
Tyler, Texas By the Order of the Board of Directors of
October 11, 2000 Teletouch Communications, Inc.
/s/ Susie F. Smith
Susie F. Smith
Secretary
<PAGE> 4
TELETOUCH COMMUNICATIONS, INC.
PROXY STATEMENT
NOVEMBER 9, 2000
ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHY DID YOU SEND ME THIS PROXY STATEMENT?
This Proxy Statement and the enclosed proxy card are furnished in
connection with the solicitation of proxies by the Board of Directors of
Teletouch Communications, Inc., a Delaware corporation ("Teletouch" or the
"Company"), for use at the Annual Meeting of Teletouch stockholders to be held
at the Adolphus Hotel, 1321 Commerce, Dallas, Texas, on November 9, 2000, at
8:00 a.m. local time, and at any adjournments of such Annual Meeting. However,
you do not need to attend the Annual Meeting to vote your shares. Instead, you
may simply complete, sign and return the enclosed proxy card using the envelope
provided.
WHAT PROPOSALS WILL BE ADDRESSED AT THE ANNUAL MEETING?
The Annual Meeting has been called to consider and take action on the
following proposals:
1. To elect two Class III directors to serve for three years and until their
successors have been duly elected and shall qualify.
2. To ratify the selection of Ernst & Young LLP as the Company's independent
accountants.
3. To transact such other business as may properly come before the Annual
Meeting.
The Company's Board of Directors has taken unanimous affirmative action
with respect to each of the foregoing proposals and recommends that the
stockholders vote in favor of each of the proposals.
WHO MAY VOTE ON THESE PROPOSALS?
All of the holders of record of common stock, $.001 par value, of
Teletouch at the close of business on October 3, 2000 (the "Record Date") will
be entitled to vote at the Annual Meeting. At the close of the Record Date, the
Company had 4,898,192 shares of common stock outstanding and entitled to vote.
At least one-third, or 1,632,731 shares of common stock, will constitute a
quorum for the purposes of transacting business at the Annual Meeting.
The Notice of Meeting, this Proxy Statement, the enclosed Proxy and the
Teletouch Annual Report to Stockholders for the year ended May 31, 2000 are
being mailed to stockholders on or about October 11, 2000.
<PAGE> 5
WHY WOULD THE ANNUAL MEETING BE POSTPONED?
The Annual Meeting will be postponed if a quorum is not present on
November 9, 2000. The presence in person or by proxy of holders of record of at
least one-third (1/3) of the shares of common stock outstanding as of the Record
Date is required for a quorum to transact business at the annual meeting. If a
quorum is not present, the annual meeting may be adjourned until a quorum is
obtained. Abstentions and broker non-votes are counted for purposes of
determining the presence of a quorum for the transaction of business but are not
counted as an affirmative vote for purposes of determining whether a proposal
has been approved. Holders of Series A 14% Cumulative Preferred Stock and of
Series B Preferred Stock which are issued and outstanding are entitled to notice
of all meetings of stockholders at the same time and in the same manner as
notice is given to all stockholders entitled to vote at any such meeting;
however, such shares of Preferred Stock shall not be counted for purposes of
calculating the quorum nor are such shares of Preferred Stock entitled to vote
on any matter proposed herein.
HOW DO I VOTE IN PERSON?
If you plan to attend the Annual Meeting on November 9, 2000, we will
give you a ballot when you arrive. However, if your shares are held in the name
of your broker, bank or other nominee, you must bring a power of attorney
executed by the broker, bank or other nominee that owns the shares of record for
your benefit and authorizing you to vote the shares.
HOW DO I VOTE BY PROXY?
Whether you plan to attend the Annual Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
the Annual Meeting and vote in person.
If you properly fill in your proxy card and send it to us in time to
vote, your "proxy" (one of the individuals named on your proxy card) will vote
your shares as you have directed. If you sign the proxy card but do not make
specific choices your proxy will vote your shares as recommended by the Board of
Directors as follows:
- "FOR" the election of the Class III Director nominees.
- "FOR" ratification of the selection of independent accountants.
If any other matter is presented, your proxy will vote in accordance
with his best judgment. At the time this Proxy Statement went to press, we knew
of no matters that needed to be acted on at the Annual Meeting other than those
discussed in this Proxy Statement.
2
<PAGE> 6
MAY I REVOKE MY PROXY?
If you give a proxy, you may revoke it at any time before it is
exercised. You may revoke your proxy in any one of three ways:
- You may send in another proxy with a later date.
- You may notify Teletouch in writing (by you or your attorney
authorized in writing, or if the stockholder is a corporation,
under its corporate seal, by an officer or attorney of the
corporation) at our principal executive offices before the
annual meeting, that you are revoking your proxy.
- You may vote in person at the Annual Meeting.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
PROPOSAL 1: ELECTION OF CLASS III DIRECTORS.
The nominees to be elected as Class III Directors named in Proposal 1
must receive a plurality of the eligible votes cast at the Annual Meeting. A
nominee who receives a "plurality" means he has received more votes than any
other nominee for the same director's seat.
PROPOSAL 2: RATIFICATION OF INDEPENDENT ACCOUNTANTS.
The approval of Proposal 2 requires the affirmative vote of at least a
majority of the shares of common stock entitled to vote thereon, present in
person or by proxy.
ARE THERE ANY DISSENTERS' RIGHTS OF APPRAISAL?
The Board of Directors does not propose any action for which the laws
of the State of Delaware, the Certificate of Incorporation or the By-Laws of
Teletouch provide a right of a stockholder to dissent and obtain appraisal of or
payment for such stockholder's shares.
WHO BEARS THE COST OF SOLICITING PROXIES?
The cost of soliciting proxies in the accompanying form will be borne
by Teletouch. The Company may reimburse brokerage firms and others for their
expenses in forwarding proxy materials to the beneficial owners and soliciting
them to execute the proxies.
The Company will, upon written request of any stockholder, furnish
without charge a copy of its Annual Report on Form 10-K for the year ended May
31, 2000, as filed with the Securities and Exchange Commission ("SEC"), without
exhibits. Please address all such requests to Teletouch Communications, Inc.,
110 N. College, Suite 200, Tyler, Texas 75702, Attention: Assistant Secretary.
Exhibits to the Form 10-K will be provided upon written request and payment of
an appropriate processing fee.
3
<PAGE> 7
WHERE ARE TELETOUCH'S PRINCIPAL EXECUTIVE OFFICES?
The principal executive offices of Teletouch are located at 110 N.
College, Suite 200, Tyler, Texas 75702 and our telephone number is (903)
595-8889.
HOW CAN I GET ADDITIONAL INFORMATION ABOUT TELETOUCH?
Teletouch is subject to the informational requirements of the
Securities Exchange Act which requires that Teletouch file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC"). Such filings may be inspected and copied at the public reference
facilities of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549; and at the SEC's regional offices at Citicorp
Center, 500 West Madison Street, Room 1400, Chicago, IL 60661, and at 7 World
Trade Center, 13th Floor, New York, NY 10048. Copies of the material may also be
obtained upon request and payment of the appropriate fee from the Public
Reference Section of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549. In addition, the SEC maintains a Web site on the
Internet that contains reports, proxy and information statements and other
information regarding registrants, including Teletouch, that file electronically
with the SEC. The SEC's Web site address is www.sec.gov.
INFORMATION ABOUT TELETOUCH STOCK OWNERSHIP
WHICH STOCKHOLDERS OF THE COMPANY OWN MORE THAN 5% OF TELETOUCH? HOW MUCH STOCK
IS OWNED BY DIRECTORS AND EXECUTIVE OFFICERS?
As of the Record Date, all of the present directors and executive
officers of Teletouch, as a group of eight persons, owned beneficially 71.5% of
the total voting securities of Teletouch. To the knowledge of management, as of
the Record Date, the only executive officers, directors or nominees for director
who owned beneficially five percent or more of Teletouch outstanding shares are
Messrs. McMurrey, Van Pelt and Wedner.
In June 1998 Teletouch effected a two-for-three reverse split of its
common stock. Unless otherwise indicated, all figures in this Proxy Statement
relating to shares, options, share or option prices, etc., have been calculated
or adjusted to give effect to the reverse split.
Only holders of record of the outstanding 4,898,192 shares of common
stock as of the Record Date will be entitled to vote at the Annual Meeting. Each
share of common stock is entitled to one vote. The following table sets forth
certain information as of the Record Date with respect to: (1) each executive
officer and director; (2) all executive officers and directors of Teletouch as a
group; and (3) all persons known by Teletouch to be the beneficial owners of
five percent or more of Teletouch common stock.
4
<PAGE> 8
<TABLE>
<CAPTION>
Percentage of Outstanding
Name and Address Number of Shares Shares of Common Stock
of Beneficial Owner (1) Beneficially Owned Beneficially Owned
---------------------------------------------------- ------------------ -------------------------
<S> <C> <C>
Robert M. McMurrey (2)(3)(4) 1,217,966 24.8%
110 N. College, Suite 200
Tyler, TX 75702
J. Richard Carlson (2)(3)(5) 253,870 4.9%
110 N. College, Suite 200
Tyler, TX 75702
Clifford E. McFarland (3)(6) 13,999 *
McFarland, Grossman & Company
9821 Katy Freeway, Suite 500
Houston, TX 77024
Charles C. Green III (3)(7) 7,999 *
Castle Tower Holding Corporation
510 Bering, Suite 310
Houston, TX 77057
Continental Illinois Venture Corporation (8) 5,846,055 58.3%
231 South La Salle Street
Chicago, IL 60697
Marcus D. Wedner (3)(9) 5,852,721 58.3%
Continental Illinois Venture Corporation
231 South La Salle Street
Chicago, IL 60697
Thomas E. Van Pelt, Jr. (3)(10) 518,429 10.6%
Talon Equity Partners, LLC
350 Talon Center
Detroit, MI 48209
Thomas E. Gage (3)(11) 57,999 1.2%
Marconi Pacific, LLC
7910 Woodmont Avenue, Suite 540
Bethesda, MD 20814
J. Kernan Crotty (2)(12) 26,078 *
110 N. College, Suite 200
Tyler, TX 75702
CIVC Partners I (13) 511,763 9.9%
c/o Continental Illinois Venture Corporation
231 South La Salle Street
Chicago, IL 60697
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
Percentage of Outstanding
Name and Address Number of Shares Shares of Common Stock
of Beneficial Owner (1) Beneficially Owned Beneficially Owned
---------------------------------------------------- ------------------ -------------------------
<S> <C> <C>
GM Holdings, L.L.C. (14) 701,526 13.5%
201 Fourth Avenue North, 11th Floor
Nashville, TN 37219
All Executive Officers & Directors as a Group 7,430,632 71.5%
(8 Persons) (15)
</TABLE>
---------------
* Denotes less than one percent.
(1) Unless otherwise noted, Teletouch believes that all of such shares are
owned of record by each individual named as beneficial owner and that
such individual has sole voting and dispositive power with respect to
the shares of common stock owned by each of them. Such person's
percentage ownership is determined by assuming that the options or
convertible securities that are held by such person, and which are
exercisable within 60 days from the date hereof, have been exercised or
converted, as the case may be.
(2) Executive Officer.
(3) Director.
(4) Mr. McMurrey is the sole owner of the outstanding stock of Rainbow
Resources, which is the direct owner of 1,200,000 of such shares.
Includes 16,666 shares underlying the currently exercisable portion of
options issued to Mr. McMurrey. By virtue of Mr. McMurrey's sole
ownership of Rainbow Resources, he may be deemed to be a "parent" of
Teletouch pursuant to the Securities Exchange Act.
(5) Includes 238,304 shares underlying the currently exercisable portion
of a stock option granted to Mr. Carlson.
(6) Includes 7,999 shares underlying stock options granted to
Mr. McFarland.
(7) Includes 7,999 shares underlying stock options granted to Mr. Green.
(8) Includes 2,660,840 shares of common stock underlying a warrant issued
to Continental Illinois Venture Corporation ("CIVC") and 1,945,038
shares of common stock underlying warrants to purchase 324,173 shares
of non-voting Series B Preferred Stock (each share of Series B
Preferred Stock is convertible into six shares of common stock). Also
includes 716,461 shares of common stock issued, and 523,716 shares of
common stock issuable, to parties related to and not related to CIVC
for which CIVC holds the voting rights. CIVC may be deemed to be the
beneficial owner of such additional shares pursuant to the rules of
attribution of beneficial ownership set forth in Rule 13d-3 under the
Securities Exchange Act. CIVC disclaims beneficial ownership of such
716,461 and 523,716 shares of common stock. Does not include
liquidation value of $11,818,000 (or 11,818 shares) of non-voting
Series A Preferred Stock issued to CIVC. CIVC may be deemed to be a
"parent" of Teletouch pursuant to the Securities Exchange Act.
(9) Includes 6,666 shares of common stock underlying stock options. The
remaining holdings represent shares of common stock issued or
underlying currently exercisable warrants or convertible preferred
shares issued to CIVC, of which Mr. Wedner is a Managing Director, and
to certain related parties of CIVC (including CIVC Partners I, of which
Mr. Wedner is a general partner) and others. Because he holds voting
control over (i) Teletouch securities owned by CIVC and (ii) Teletouch
securities covered by proxies granted by others to CIVC, Mr. Wedner may
be deemed to be the beneficial owner of all such shares pursuant to the
rules of attribution of beneficial ownership set forth in Rule 13d-3
under the Exchange Act.
(10) Includes 6,666 shares of common stock underlying stock options. Also
includes 511,763 shares of common stock issued or underlying
exercisable warranties or convertible Preferred Stock issued to CIVC
Partners I, of which Mr. Van Pelt is a general partner. All of such
shares are also included in
6
<PAGE> 10
the figure reported for CIVC in this table, because CIVC holds the
voting power, but not the dispositive power, for such shares.
See Footnote 8.
(11) Includes 50,000 shares underlying warrants granted to Marconi Pacific,
LLC, of which Mr. Gage is Chairman, and 7,999 shares underlying stock
options granted to Mr. Gage.
(12) Includes 26,078 shares underlying stock options granted to Mr. Crotty.
(13) Includes 216,114 shares of common stock which may be acquired upon
conversion of 36,019 shares of non-voting Series B Preferred Stock. All
of such shares are also included in the figure reported for CIVC in
this table, because CIVC holds the voting power, but not the
dispositive power, for such shares. See Footnote 8. Does not include
liquidation value of $1,313,000 (or 1,313 shares) of Series A Preferred
Stock issued to CIVC Partners I. Each of Messrs. Wedner and Van Pelt is
a general partner of CIVC Partners I and each has voting and
dispositive control over the securities of Teletouch held by CIVC
Partners I.
(14) Includes 296,250 shares of common stock which may be acquired upon
conversion of 49,375 shares of non-voting Series B Preferred Stock. All
of such shares are also included in the figure reported for CIVC in
this table because CIVC holds the voting power, but not the dispositive
power, for such shares. See Footnote 8. Does not include liquidation
value of $1,800,000 (or 1,800 shares) of Series A Preferred Stock
issued to GM Holdings, L.L.C.
(15) Includes 1,939,327 shares of common stock issued and outstanding and
5,491,035 shares of common stock underlying exercisable warrants,
options and convertible preferred shares.
DO ANY OF THE OFFICERS AND/OR DIRECTORS HAVE AN INTEREST IN THE MATTERS TO BE
ACTED UPON?
Charles C. Green II and Thomas E. Van Pelt, Jr. have been nominated
for re-election as Class III Directors and, therefore, have an interest in the
outcome of Proposal 1.
DID DIRECTORS, EXECUTIVE OFFICERS AND GREATER-THAN-10% STOCKHOLDERS COMPLY WITH
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS IN 2000?
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who own more than 10% percent of a registered class of
Teletouch equity securities (collectively, "Reporting Persons"), to file reports
of ownership and changes in ownership of equity securities of Teletouch with the
SEC and the American Stock Exchange. Reporting Persons are required by SEC
regulation to furnish Teletouch with copies of all Section 16(a) forms that they
file.
Based solely upon a review of copies of such forms furnished to
Teletouch pursuant to the Exchange Act during the fiscal year ended May 31,
2000, Teletouch is not aware of any executive officer, director or 10% percent
shareholder who failed to file on a timely basis any report required to be filed
by Section 16(a) of the Exchange Act.
7
<PAGE> 11
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS
The names of all directors and executive officers of Teletouch as of
the date hereof are as follows:
<TABLE>
<CAPTION>
NAME YEARS WITH TELETOUCH POSITION WITH TELETOUCH
-------------------------- -------------------- ------------------------------------------
<S> <C> <C>
Robert M. McMurrey 16 Chairman of the Board of Directors
J. Richard Carlson 3 Director, President, Chief Executive
Officer and Chief Operating Officer
Clifford E. McFarland 5 Director
Charles C. Green III 5 Director
Marcus D. Wedner 5 Director
Thomas E. Van Pelt, Jr. 3 Director
Thomas E. Gage 3 Director
J. Kernan Crotty 2 Executive Vice President, Chief
Financial Officer and Assistant Secretary
</TABLE>
Biographical information with respect to the present executive officers
and directors of Teletouch, including the nominees for Class III Director, is
set forth below.
Robert M. McMurrey, Chairman of the Board, has been a director of
Teletouch since 1984. He served as Chief Executive Officer until February 2000.
He is also the President, Chief Executive Officer, a director and the sole
stockholder of Rainbow Resources. Through Rainbow Resources, Mr. McMurrey
acquired a controlling interest in Teletouch in 1984. Mr. McMurrey was active in
the oil and gas industry for over 30 years. Mr. McMurrey received a B.S. Degree
in Petroleum Engineering from the University of Texas in 1971. Mr. McMurrey is
54 years old and is a Class I director.
J. Richard Carlson was appointed President and Chief Operating Officer
of Teletouch in August 1997. He was appointed to fill a Class II vacancy on the
Board of Directors in November 1998 and in February 2000 was appointed Chief
Executive Officer. From January 1997 to August 1997, he owned and operated
Diamond Wireless Group, Inc., a consulting firm in Alexandria, Virginia. From
August 1995 to December 1996, Mr. Carlson was Vice President of Marketing for
IDB Mobile Communications, a provider of mobile satellite services. Mr. Carlson
is 38 years old and is a Class II director.
Clifford E. McFarland has been a director of Teletouch since May 1995.
In 1991 Mr. McFarland co-founded McFarland, Grossman & Company ("MGC"), an
investment bank in Houston, Texas. Mr. McFarland served as the President and a
Managing Director of MGC since its inception. From time to time, MGC has
rendered investment banking services to Teletouch. See "Compensation of
Directors and Executive Officers--Consulting and Other Arrangements."
Mr. McFarland is 44 years old and is a Class I director.
8
<PAGE> 12
Charles C. Green III has been a director of Teletouch since May 1995.
In September 1997, he became Executive Vice President and Chief Financial
Officer of Castle Tower Holding Corporation, a telecommunications holding
company. During 1997 he was Executive Vice President, Chief Financial Officer
and a director of Bellweather Exploration Company, an independent oil and gas
company in Houston. From 1995 to 1996, Mr. Green was Vice Chairman and Chief
Investment Officer of Torch Energy Advisors Incorporated, a Houston, Texas based
manager of oil and gas investments for domestic and foreign institutional
investors. Mr. Green is 54 years old and is a Class III director.
Marcus D. Wedner has been a director of Teletouch since August 1995.
Since 1992, Mr. Wedner has been a Managing Director of CIVC, a venture capital
investing company. Mr. Wedner is also a director of TransWestern Publishing
Company, L.P., the holding company of an independent publisher of yellow pages
directories. Mr. Wedner is 37 years old and is a Class II director.
Thomas E. Van Pelt, Jr. has been a director of Teletouch since March
1998. From January 2000, Mr. Van Pelt is a general partner of Talon Equity
Partners, LLC, a private equity firm. From 1994 to 2000, Mr. Van Pelt has been a
Managing Director of CIVC. From 1990 to 1994 he was Vice President of
Continental Bank. Mr. Van Pelt is 36 years old and is a Class III director.
Thomas E. Gage has been a director of Teletouch since March 1998. Since
1996, Mr. Gage has been Chairman and owner of Marconi Pacific, LLC, a Bethesda,
Maryland consulting firm. From time to time, Marconi Pacific provides consulting
services to Teletouch. See "Compensation of Directors and Executive
Officers--Consulting and Other Arrangements." Mr. Gage is 49 years old and is a
Class I director.
J. Kernan Crotty joined Teletouch as Executive Vice President and Chief
Financial Officer in November 1998. From 1995 to 1998, Mr. Crotty was founder
and a principal of Latah Creek Investment Company, a manufacturer and importer
of home furnishings, as well as a principal and Vice President of Courtside
Products, Inc., a manufacturer and importer of sporting goods. Mr. Crotty is 56
years old and holds an MBA degree from New York University.
All officers of Teletouch are appointed to serve in such capacities
until the next annual meeting of the Board of Directors of Teletouch and until
their successors are duly elected and qualified.
THE BOARD OF DIRECTORS
The Board of Directors oversees the business affairs of Teletouch and
monitors the performance of management. Pursuant to the Teletouch By-Laws, the
Board of Directors has established that the Board of Directors shall consist of
seven members.
9
<PAGE> 13
The current directors are designated in each class as follows:
Class I - Robert M. McMurrey, Clifford E. McFarland and Thomas E. Gage;
Class II - J. Richard Carlson and Marcus D. Wedner; and Class III - Charles C.
Green III and Thomas E. Van Pelt, Jr.
Class I directors stand for re-election at the annual meeting of
stockholders in 2001. Class II directors stand for re-election at the annual
meeting of stockholders in 2002. Class III directors, Charles C. Green III and
Thomas E. Van Pelt, Jr. stand for re-election at the Annual Meeting. Each member
of the Board of Directors then elected will serve for a term of three years or
until a successor has been elected and qualified.
The Board of Directors met three times during the fiscal year ended
May 31, 2000. Mr. Green was not present at two Board of Directors' meetings; Mr.
Van Pelt was not present at one such meeting.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established three standing committees,
namely, an Audit Committee, a Compensation Committee and an Executive Committee.
The Board of Directors does not have a standing nominating committee or any
committee serving a similar function.
Audit Committee. The duties and responsibilities of the Audit
Committee are to recommend the selection of the independent public accountants
for Teletouch to the Board of Directors, to review the scope and cost of the
audit, to review the performance and procedures of the auditors, to review the
final report of the independent auditors, to be available for consultation with
the independent auditors, to review with the Teletouch Chief Financial Officer
and independent auditors corporate accounting practices and policies and
financial controls, and to perform all other such duties as the Board of
Directors may from time to time designate. The members of the Audit Committee
are Clifford E. McFarland, chairman, Thomas E. Van Pelt, Jr. and Thomas E. Gage.
During the fiscal year ended May 31, 2000, the Audit Committee held one meeting.
Compensation Committee. The duties and responsibilities of the
Compensation Committee are to review periodically the compensation of executive
officers and other key employees, to make recommendations as to bonuses and
salaries, and to perform all other such duties as the Board of Directors may
from time to time designate. The members of the Compensation Committee are
Marcus D. Wedner, chairman, and Charles C. Green III. During the fiscal year
ended May 31, 2000, the Compensation Committee held one meeting.
Executive Committee. The duties and responsibilities of the Executive
Committee are to exercise the powers and authority of the Board of Directors in
the management of the business and affairs of Teletouch, to the extent not
assigned to other committees of the Board of Directors and to the extent
permitted by Delaware law and the By-Laws of Teletouch. The members of the
Executive Committee are Robert M. McMurrey and Marcus D. Wedner. During the
fiscal year ended May 31, 2000, the Executive Committee held no meetings.
10
<PAGE> 14
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the aggregate cash compensation paid to
the Teletouch Chief Executive Officer and each other officer receiving
compensation in excess of $100,000 for services rendered to Teletouch during the
fiscal years ended May 31, 2000, 1999 and 1998. The figures set forth in the
following tables relating to stock and stock options are adjusted to give effect
to the Teletouch reverse stock split, which occurred on June 25, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------------------------------------------------------------------------------------
Restricted Securities
Name and Other Annual Stock Underlying
Principal Position Year Salary ($) Bonus ($)(1) Compensation ($) Awards ($)(2) Option/SARs (#)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. McMurrey (3) 2000 175,000 40,000 --- --- ---
Chairman of the Board 1999 175,000 25,000 --- --- ---
1998 175,000 50,000 --- --- ---
-------------------------------------------------------------------------------------------------------------
J. Richard Carlson (4) 2000 193,987 140,000 --- --- 166,667
President, CEO and COO 1999 175,000 65,000 --- --- ---
1998 145,833 80,000 --- --- 333,333
-------------------------------------------------------------------------------------------------------------
J. Kernan Crotty (5) 2000 125,000 45,000 --- --- ---
Executive Vice 1999 66,018 41,500 --- --- 50,000
President and CFO 1998 --- --- --- --- ---
-------------------------------------------------------------------------------------------------------------
</TABLE>
---------------
(1) Unless otherwise indicated, bonuses shown were paid in the fiscal year
following the year in which services were provided.
(2) The number and value of the aggregate restricted stock beneficial
holdings for the named executives at the end of the last fiscal year,
based on the closing price of the common stock on May 31, 2000, were as
follows (without giving effect to the consideration paid for the
securities held): Mr. McMurrey: 1,200,000 shares, with a value of
$2,475,000; Mr. Carlson: 15,566 shares, with a value of $32,105, and
Mr. Crotty, no shares.
(3) Mr. McMurrey was also Chief Executive Officer of Teletouch until
February 2000. He currently holds options to purchase 16,666 shares
issued in 1995.
(4) Mr. Carlson became an employee of Teletouch during fiscal year 1998;
consequently the fiscal 1998 salary figure is for an abbreviated
period. He became Chief Executive Officer in February 2000. Under the
terms of the employment agreement between Teletouch and Mr. Carlson,
Mr. Carlson's annual salary rate is $200,000, however, he is currently
paid at the 1999 level, $175,000 per annum, and the remaining amount is
being accrued for future payment by Teletouch. The bonus amount
reported for Mr. Carlson for fiscal year 2000 includes $100,000 paid
upon renewal of his employment agreement in June 2000.
(5) Mr. Crotty became an employee of Teletouch during fiscal year 1999;
consequently the fiscal 1999 salary figure is for an abbreviated
period. Mr. Crotty's annual salary rate is $125,000. The bonus shown
for Mr. Crotty includes $10,000 paid upon joining the Company.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to
options granted during the fiscal year ended May 31, 2000 to Messrs. McMurrey,
Carlson and Crotty, and as set forth above in the Summary Compensation Table.
11
<PAGE> 15
<TABLE>
<CAPTION>
Number of Securities Percent of Total
Underlying Options/SARs Granted to Exercise or Base Expiration
Name Options/SARs Granted (#) Employees in Fiscal Year Price ($/Sh)(1) Date
---------------------- ------------------------ ------------------------ ---------------- ----------
<S> <C> <C> <C> <C>
Robert M. McMurrey --- --- --- ---
J. Richard Carlson 166,667 100% $.87 06/25/10
J. Kernan Crotty --- --- --- ---
</TABLE>
(1) In December 1999, the Company reduced the exercise price of all outstanding
employee and director owned stock options to $0.87, which was equal to the
average of the closing price of the Company's common stock for the 20-trading
days prior to December 1, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth certain information with respect to: (i)
options exercised during the fiscal year ended May 31, 2000 by Messrs. McMurrey,
Carlson and Crotty, as set forth above in the Summary Compensation Table, and
(ii) unexercised options held by such persons at the end of the fiscal year
ended May 31, 2000.
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised in the Money
Unexercised Options/SARs Options/SARs at the Fiscal Year
Shares at Fiscal Year End (#) Ended May 31, 2000 ($)
Acquired On Value ------------------------------- ---------------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
-------------------- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. McMurrey --- --- 16,666(1) 0 34,374 0
J. Richard Carlson --- --- 200,000 133,333 412,500 274,999
J. Kernan Crotty --- --- 19,507 30,493 40,233 62,892
</TABLE>
(1) Options to exercise an option to purchase 66,666 shares expired unexercised
subsequent to the fiscal year ended May 31, 1999.
EMPLOYMENT AGREEMENTS
In August 1995, Teletouch entered into an employment agreement with Mr.
McMurrey, Chairman of the Board and then Chief Executive Officer. Pursuant to
the employment agreement, Mr. McMurrey was employed at a base salary of $175,000
per annum for the three years ending August 1998, and was entitled to bonuses
based on a performance formula. Pursuant to the agreement, Teletouch issued to
Mr. McMurrey options to purchase 16,666 shares of common stock, which are vested
in full. Mr. McMurrey's employment agreement was extended for an additional
one-year period, according to its terms, and to date has not been further
extended or renewed.
In July 1997, Teletouch entered into an employment agreement with J.
Richard Carlson, President, Chief Executive Officer and Chief Operating Officer.
Pursuant to the agreement, Mr. Carlson was employed at a base salary of $175,000
per annum for the first two years ending August 4, 1999, and was entitled to
bonuses based on a performance formula. Teletouch issued to Mr. Carlson options
to purchase 333,333 shares of common stock, exercisable at $.87 per share,
vesting in five equal annual installments over five years.
Mr. Carlson's employment agreement was been renewed on June 25, 2000
for a term ending in May 2001, at an annual salary of $200,000. At present, Mr.
Carlson is drawing
12
<PAGE> 16
salary equal to the previous year's level, $175,000, and Teletouch is accruing
the difference to be paid to him in the future. The new employment agreement
entitles him to bonuses based on a performance formula, and permits Teletouch to
terminate Mr. Carlson's employment for "cause" or for any other reason, provided
that in the latter case Teletouch is obligated to continue his base salary (at
twice the then current rate) for 12 months. The agreement requires that Mr.
Carlson devote substantially all of his business time to Teletouch. Under the
renewed agreement, Teletouch issued to Mr. Carlson options to purchase 166,667
shares of common stock, exercisable at $2.225 per share, which vest ratably over
a two-year period. Teletouch also paid Mr. Carlson a $100,000 signing bonus upon
his renewal of the employment agreement. The agreement also contains
confidentiality and non-competition provisions. In addition, the agreement
provides for death benefits and disability benefits and provide for the payment
by Teletouch of any expenses of the employee incurred in any successful
proceeding to enforce provisions of his employment agreement.
Teletouch has no employment agreement with Mr. Crotty as of the date of
this Proxy Statement.
CONSULTING AND OTHER ARRANGEMENTS
Thomas E. Gage, a director of Teletouch, is the Chairman of Marconi
Pacific LLC which provides consulting services to Teletouch on an as-needed
basis. During the fiscal year ended May 31, 2000, the Company paid Marconi
Pacific $118,952 for services rendered to Teletouch.
Clifford E. McFarland, a director of Teletouch, is President and a
Managing Director of McFarland, Grossman & Company. During the fiscal year ended
May 31, 2000, Teletouch paid $5,199 to Mr. McFarland's firm for consulting
services.
STOCK OPTION PLAN
Under the Teletouch Communications, Inc. 1994 Stock Option and
Appreciation Rights Plan (the "Stock Option Plan"), directors of Teletouch who
are not also employees may participate in the Stock Option Plan only to the
extent of grants of Non-Qualified Options on a non-discretionary basis pursuant
to a formula set forth in the Stock Option Plan to the effect that on the date
of election to the Board, each non-employee director shall receive a
Non-Qualified Option to purchase 6,666 shares of common stock at an exercise
price equal to the fair market value per share of the common stock on that date.
Each such option shall vest and become exercisable one year from the date of
grant thereof. Messrs. Green, McFarland, Wedner, Van Pelt and Gage were each
granted such an option upon their joining the Board of Directors. In addition,
the Board of Directors has adopted a policy providing that each non-employee,
non-affiliate director shall receive a non-discretionary Non-Qualified Option
pursuant to the Stock Option Plan to purchase 666 shares of common stock
effective as of June 1, 1998 and subsequently on the first business day of
January each year beginning in January 1999. Such option will be exercisable at
a price equal to the closing market price on the date of grant, and will vest in
full one year from the date of grant. Messrs. Gage, Green
13
<PAGE> 17
and McFarland were each granted such an option to purchase 666 shares effective
June 1, 1998, January 4, 1999 and January 3, 2000, and Mr. Van Pelt was granted
such an option for 666 shares on January 3, 2000.
REMUNERATION OF DIRECTORS
As stated in the previous paragraph, all non-employee directors are
entitled to receive a one-time grant of options to purchase 6,666 shares of
common stock upon election as a director; and all non-employee non-affiliate
directors are entitled to receive a grant of options to purchase 666 shares of
common stock on the first business day of each calendar year. All directors are
entitled to reimbursement of reasonable travel and lodging expenses related to
attending meetings of the Board of Directors.
In July 1998, Teletouch instituted a policy directing that every
non-employee, non-affiliate director of Teletouch would be paid $500 for
attendance at meetings of the Board of Directors ($100 for telephonic
attendance). Such amount is in addition to reimbursement to such directors for
out-of-pocket expenses related to meeting attendance.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Charles C. Green III and
Marcus D. Wedner. Neither is an officer or employee of Teletouch.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following paragraphs constitute the report of the Compensation
Committee of the Board of Directors (the "Committee") on executive compensation
policies for fiscal year 2000. In accordance with SEC rules, this report shall
not be deemed to be incorporated by reference into any statements or reports
filed by Teletouch with the SEC that do not specifically incorporate this report
by reference, even if this Proxy Statement is incorporated into any such report.
The Committee administers the compensation program for operating
officers of Teletouch and bases its decisions on both individual performance and
the financial results achieved by Teletouch. While the Committee consults with
the Chairman of the Board and the Chief Executive Officer on certain matters,
all compensation decisions are made by the Committee without such officers'
participation.
Objectives
The objectives of the Company's executive compensation program are to:
- Attract and retain talented and productive executive officers;
- Provide incentives for executive officer for superior
performance; and
14
<PAGE> 18
- Align interests of the executive officers of the Company with
those of the Company and reward executive officers according
to their contribution the Company's success.
Components
The principal elements of the compensation program for executive
officers are base salary, performance-based annual bonuses and stock options.
For a summary of the executive compensation for the fiscal year of 2000, see the
Summary Compensation Table under the heading "Compensation of Directors and
Executive Officers" above.
Base Salaries. The Committee has based its decisions on salaries for
the Teletouch executive officers, including its Chairman, Chief Executive
Officer and Chief Financial Officer, on a number of factors, both objective and
subjective. Objective factors considered include amounts set in employment
agreements or terms of employment, increases in the cost of living, our
company's overall historical performance, and comparable industry data, although
no specific formulas based on such factors have been used to determine salaries.
Salary decisions are based primarily on the Committee's subjective analysis of
the factors contributing to our long-term success and of the executives'
individual contributions to such success.
Bonuses. The Company rewards its executive officers with annual bonuses
based upon the performance of Teletouch and each executive. Bonuses are
generally paid if Teletouch meets or surpasses certain annual cash flow
objectives, including consideration of EBITDA (earnings before interest, taxes,
depreciation and amortization) and if the executive meets or exceeds certain
non-financial objectives. The financial objectives for Teletouch and the
performance standards for executives are generally established by the Committee.
For fiscal 2000, Teletouch paid bonuses to Mr. McMurrey ($40,000), Mr. Carlson
($140,000, of which $100,000 was a signing bonus), and Mr. Crotty ($45,000).
Stock Options. The Committee views stock options as its primary
long-term compensation vehicle for the Teletouch executive officers. Stock
options generally are granted at the prevailing market price on the date of
grant and will have value only if the Teletouch stock price increases. Options
granted under the Teletouch 1994 Stock Option Plan generally vest in annual
increments over five years beginning one year after the date of the grant.
Grants of stock options generally are based upon the performance of Teletouch,
the level of the executive's position within Teletouch and an evaluation of the
executive's past and expected future performance. The Committee grants stock
options periodically, but not necessarily on an annual basis. During fiscal
2000, the company granted Mr. Carlson an option to purchase 166,667 shares of
common stock at an exercise price of $2.225 per share, pursuant to his renewed
employment agreement.
Chief Executive Officer. The salary established in fiscal 2000 for Mr.
Carlson, the President, Chief Executive Officer and Chief Operating Officer of
Teletouch, was based on the factors and analysis described.
Specific factors considered by the Committee include Mr.
15
<PAGE> 19
Carlson's current responsibilities with Teletouch and the Teletouch executive
bonus structure described above.
By the members of the Compensation Committee:
Marcus D. Wedner, Chairman
Charles C. Green III
PERFORMANCE GRAPH
The following graph compares the Teletouch cumulative total shareholder
return since May 31, 1995 with that of the American Stock Exchange (the AMEX
Composite Index, which on January 2, 1997 replaced the AMEX Market Value Index)
and a peer group index. The graph assumes an initial investment of $100.00 on
May 31, 1995 and the reinvestment of dividends where applicable. All data
relating to the Teletouch total return in the performance graph has been
adjusted to give effect to the Teletouch June 1998 reverse stock split. The
Company has never paid a dividend on its common stock.
TOTAL RETURN TO STOCKHOLDERS
(ASSUMES $100 INVESTMENT ON 5/31/95)
<TABLE>
TOTAL RETURN ANALYSIS
5/31/95 5/31/96 5/31/97 5/31/98 5/31/99 5/31/00
<S> <C> <C> <C> <C> <C> <C>
TELETOUCH COMMUNICATIONS $ 100.00 $ 161.73 $ 46.91 $ 96.30 $ 26.63 $ 39.94
PEER GROUP $ 100.00 $ 117.17 $ 50.51 $ 83.84 $ 82.82 $ 84.07
AMEX $ 100.00 $ 124.78 $ 126.55 $ 151.33 $ 166.89 $ 196.95
</TABLE>
SOURCE: Carl Thompson Associates www.ctaonline.com (800) 959-9677. Data from
Bloomberg Financial Markets.
Note: Skytel Communications was acquired by MCI WorldCom, effective October 1,
1999, and is not included in the current peer group.
Pagemark Wireless changed its name to WebLink Wireless, effective December 1,
1999, and Preferred Networks changed its name to PNI Technologies, effective
August 22, 2000.
16
<PAGE> 20
CERTAIN TRANSACTIONS
Except as otherwise disclosed herein, there were no reportable
transactions in the last fiscal year between Teletouch and its executive
officers, directors or affiliates. See "Compensation of Directors and Executive
Officers--Employment Agreements" and "Compensation of Directors and Executive
Officers--Consulting and Other Arrangements."
DISCUSSION OF PROPOSALS RECOMMENDED
FOR CONSIDERATION BY STOCKHOLDERS
PROPOSAL 1
TO ELECT TWO CLASS III DIRECTORS TO SERVE FOR THREE YEARS AND
UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND SHALL QUALIFY
The Board of Directors has concluded that the re-election of the Class
III directors is in the best interests of Teletouch and recommends stockholder
approval of the re-election of Charles C. Green III and Thomas E. Van Pelt, Jr.
for three-year terms and until their successors have been duly elected and shall
qualify. The remaining five directors will continue to serve in their positions
for the remainder of their terms. Biographical information concerning Messrs.
Green and Van Pelt and the other Teletouch directors can be found under
"Information About Directors and Executive Officers."
Unless otherwise instructed or unless authority to vote is withheld,
the enclosed proxy will be voted for the election of Messrs. Green and Van Pelt,
the Board of Directors nominees. Although the Board of Directors of Teletouch
does not contemplate that such nominees will be unable to serve, if such a
situation arises prior to the Annual Meeting, the persons named in the enclosed
proxy will vote for the election of such other persons as may be nominated by
the Board of Directors.
Each of Messrs. Green and Van Pelt must receive a plurality of votes
cast in order to be elected. The Board of Directors unanimously recommends a
vote FOR the election of Messrs. Green and Van Pelt, the nominees listed above.
PROPOSAL 2
TO RATIFY THE SELECTION OF ERNST & YOUNG LLP
AS INDEPENDENT ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee,
concluded that the continued engagement of Ernst & Young LLP as our independent
public accountants was in the best interests of Teletouch. Representatives of
Ernst & Young LLP will be present at the 2000 Annual Meeting and will have the
opportunity to make a statement if they desire to do so. Such representatives
are expected to be available to respond to appropriate questions.
17
<PAGE> 21
Proposal 2 must be approved by a majority of the votes cast in order to
be effective. The Board of Directors unanimously recommends a vote FOR the
ratification of the selection of Ernst & Young LLP as independent public
accountants for Teletouch.
OTHER PROPOSED ACTION
The Board of Directors does not intend to bring any other matters
before the Annual Meeting, nor does the Board of Directors know of any matters
which other persons intend to bring before the annual meeting. If, however,
other matters not mentioned in this Proxy Statement properly come before the
Annual Meeting, the persons named in the accompanying form of Proxy will vote
thereon in accordance with the recommendation of the Board of Directors.
Stockholders should note that the Teletouch By-Laws provide that no
proposals or nominations of directors by stockholders shall be presented for
vote at an Annual Meeting of stockholders unless notice complying with the
requirements in the By-Laws is provided to the Board of Directors or the
Teletouch Secretary no later than the close of business on the fifth day
following the day on which notice of the Annual Meeting is first given to
stockholders.
STOCKHOLDER PROPOSALS AND SUBMISSIONS
If any stockholder wishes to present a proposal for inclusion in the
proxy materials to be solicited by the Teletouch Board of Directors with respect
to the next annual meeting of stockholders, that proposal must be presented to
the Teletouch management prior to May 31, 2001.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE
SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. YOUR VOTE IS IMPORTANT. IF YOU ARE
A STOCKHOLDER OF RECORD AND ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN
PERSON, YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE VOTE.
BY ORDER OF THE BOARD OF DIRECTORS OF
TELETOUCH COMMUNICATIONS, INC.
/s/ Susie F. Smith
Susie F. Smith
Secretary
18
<PAGE> 22
TELETOUCH COMMUNICATIONS, INC. PROXY
ANNUAL MEETING OF STOCKHOLDERS OF TELETOUCH COMMUNICATIONS, INC.
ON NOVEMBER 9, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Richard Carlson, Thomas E. Gage, Charles
C. Green III, Clifford E. McFarland, Robert M. McMurrey, Thomas E. Van Pelt, Jr.
and Marcus D. Wedner, and each or any of them proxies, with power of
substitution, to vote all shares of the undersigned at the Annual Meeting of
Stockholders to be held on November 9, 2000 at 8:00 a.m. at the Adolphus Hotel,
1321 Commerce, Dallas, Texas or at any adjournment thereof, upon the matters set
forth in the Proxy Statement for such meeting, and in their discretion, on such
other business as may properly come before the meeting.
1. TO ELECT TWO CLASS III DIRECTORS TO SERVE FOR THREE YEARS AND UNTIL THEIR
SUCCESSORS HAVE BEEN DULY ELECTED AND SHALL QUALIFY.
<TABLE>
<S> <C> <C>
[ ] FOR THE NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
to vote for the nominees listed below
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEE STRIKE A LINE
THROUGH THE NOMINEE'S NAME BELOW:)
Charles C. Green III Thomas E. Van Pelt, Jr.
2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
NOTE: When shares are held by joint tenants, both should sign. Persons
signing as Executor, Administrator, Trustee, etc. should so indicate. Please
sign exactly as the name appears on the proxy.
IF NO CONTRARY SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS
1 AND 2.
Dated: , 2000
-----------------------
-------------------------------
Signature
-------------------------------
Signature if held jointly
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
