<PAGE> 1
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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
TLM 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(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
TLM CORPORATION
630 FIFTH AVENUE, SUITE 3210
NEW YORK, NEW YORK 10020
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF TLM CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of TLM
Corporation, a Nevada corporation, will be held in Suite 3201, 630 Fifth Avenue,
New York, New York 10020 at 9:30 a.m. Eastern Standard Time on June 5, 1996 for
the following purposes:
1. To elect a director to serve for three years or until his/her
successor shall have been duly elected and qualified;
2. To transact such other business as may properly be brought before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on May 13, 1996,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting.
By Order of the Board of Directors
Steven Price
Vice President and Secretary
May 15, 1996
Whether or not you expect to be present at the meeting, please date and
sign the enclosed proxy and return it promptly in the enclosed envelope in order
to insure that your shares are voted.
<PAGE> 3
TLM CORPORATION
630 FIFTH AVENUE, SUITE 3201
NEW YORK, NEW YORK 10020
PROXY STATEMENT
This statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of TLM Corporation (the "Company")
to be voted at the annual meeting of shareholders of the Company, to be held at
the Company's corporate offices in New York City on June 5, 1996 at 9:30 a.m. If
not otherwise specified, all proxies received pursuant to this solicitation will
be voted in the election of directors FOR the person named below.
Shareholders who execute proxies may revoke them at any time before
they are exercised by delivery of written notice to the Secretary of the Company
at the address of the Company at any time before they are voted. Any shareholder
attending the meeting in person may revoke his or her proxy and vote his or her
shares even though he or she has executed and mailed a proxy.
As of May 13, 1996, the record date for the meeting, 270,907 shares of
Common Stock, $.01 par value ("Common Stock") are outstanding and entitled to
vote at the meeting, with each share being entitled to one vote. Only
shareholders of record at the close of business on May 13, 1996 will be entitled
to vote at the meeting and this Proxy Statement and the accompanying proxy are
being sent to such shareholders on or about May 15, 1996.
PRINCIPAL SHAREHOLDERS
As of March 31, 1996, Robert Price, Director and President of the
Company is the only person known by the Company to beneficially own (as defined
under the applicable rules of the Securities and Exchange Commission) more than
5% of the outstanding Common Stock of the Company. Including shares owned by Mr.
Price's grandchildren (33,600 shares- see "Security Ownership of Certain
Beneficial Owners") of which he is custodian and disclaims beneficial ownership
of, Mr. Price controls 46,100 shares or approximately 17 percent of the Common
Stock outstanding.
ELECTION OF DIRECTORS
The Board of Directors consists of three directors, divided into three
classes, the terms of office of which expire, respectively, on the date of the
Annual Meeting of Shareholders in 1996, 1997 and 1998. One class is elected each
year to serve for three years. Robert Price is the director whose term expires
in 1996, and he has been nominated to stand for reelection at the Annual
Meeting. The Board of Directors is not aware of any other person who will be
nominated to stand for election at the Annual Meeting. If Mr. Price is unable to
serve, which the Board of Directors does not contemplate, the Board will
nominate for election such other person as it deems appropriate.
<PAGE> 4
Incumbent Director- Term Expiring 1997
Kim I. Pressman, age 39, (Director and Chairman, Vice President and
Treasurer of the Company) a certified public accountant, is a graduate of
Indiana University and holds an M.B.A. from New York University. Ms. Pressman is
a Director, Executive Vice President and Secretary of Price Communications
Corporation and a Director, Vice President and Secretary of PriCellular
Corporation. Prior to joining Price Communications Corporation in 1984, Ms.
Pressman was employed for three years by Peat, Marwick, Mitchell & Co., a
national certified public accounting firm, and for more than three years
thereafter was Supervisor, Accounting Policies for International Paper Company
and then Manager, Accounting Operations for Corinthian Broadcasting Division of
Dun & Bradstreet Company, a large group owner of broadcasting stations.
Incumbent Director- Term Expiring 1998
Steven A. Farbman, age 35, (Director of the Company) is Senior Vice
President and Secretary of The New York Law Publishing Company. Mr. Farbman was
elected Director in August 1990. Mr. Farbman holds a B.A. in journalism from The
George Washington University. He assumed his current positions at The New York
Law Publishing Company in March 1988. Prior to that he was Publisher of
Professional Office Design Magazine from September 1987 to November 1989 and
Associate Publisher of the magazine since 1986. Mr. Farbman is the son-in-law of
Robert Price.
Nominee for Election as Director- Term Expiring 1996
Robert Price, age 63, (Director and President of the Company), an
attorney, is a former General Partner of Lazard Freres & Co. He has served as an
Assistant United States Attorney, practiced law in New York and served as Deputy
Mayor of New York City. In the early sixties, Mr. Price served as President and
a Director of Atlantic States Industries, a corporation owning weekly newspapers
and four radio stations. After leaving public office, Mr. Price became Executive
Vice President of the Dreyfus Corporation and an Investment Officer of the
Dreyfus Fund. In 1972 he joined Lazard Freres & Co. Mr. Price has served as a
Director of Holly Sugar Corporation, Atlantic States Industries, The Dreyfus
Corporation, Graphic Scanning Corp. and Lane Bryant, Inc., and is currently a
member of the Council on Foreign Relations. Mr. Price serves as the
Representative of the Majority Leader and President Pro Tem of the New York
Senate on the Board of Directors of the Municipal Assistance Corporation for the
City of New York. Mr. Price also has been nominated by Governor George Pataki of
New York to a seven year term as a Member of the Board of Trustees of the City
University of New York pending New York State Senate approval. Mr. Price is
also a Director, President, Chief Executive Officer and Treasurer of Price
Communications Corporation and a Director and President of PriCellular
Corporation.
The company does not have an audit, nomination or compensation
committee of the Board of Directors. The Board of Directors held one meeting
during 1995 and each incumbent director attended 100% of the meetings held while
he or she was a director.
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of the close of business on March 31,
1996 certain information with regard to the beneficial ownership of outstanding
Common Stock by each director, nominee for director and executive officer of the
Company and by the directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and
Nature of Beneficial Percent of
Name Ownership (1) Class (2)
---- -------------------- ----------
<S> <C> <C>
Robert Price 12,500(3) 4.6%
Kim I. Pressman 910 *
Steven A. Farbman -(4) *
Steven Price 10,000 3.7%
Directors and Executive
Officers as a Group (4 persons) 23,410 8.6%
</TABLE>
*Less than 1%
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e. the power to
dispose of, or to direct the disposition of, a security).
(2) The percentages are based on a total of 270,907 shares of Common Stock
outstanding as of May 13, 1996.
(3) Mr. Price is Custodian of 15,000 shares for the benefit of his
grandchild Alexandra Lyn Farbman and is also Custodian of 18,600 shares
held for the benefit of another grandchild, Leo Jake Farbman, both
children of Director Steven Farbman.
(4) Does not include 10,000 shares held by Mr. Farbman's wife, which he
disclaims beneficial ownership of.
The address of the persons named in the table above is 630 Fifth Avenue, Suite
3201, New York, New York 10020.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Robert Price .................. 63 Director and President
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
Kim I. Pressman ............... 39 Director and Chairman,
Vice President and Treasurer
Steven A. Farbman ............. 35 Director
Steven Price................... 34 Vice President and Secretary
</TABLE>
Steven Price, age 34, is Vice President and Secretary of the Company.
From 1990 to 1993 he was an attorney with Davis Polk & Wardwell. Prior thereto,
Mr. Price was appointed by President Bush to serve in the U.S. State Department
as Special Assistant to the Chief U.S. Nuclear Arms Negotiator, and worked in
the mergers and acquisitions department of Goldman, Sachs & Co. He is a graduate
of Brown University and Columbia Law School and is the son of Robert Price, the
President of the Corporation. He is also a Director of Price Communications
Corporation, and is Vice President-Director of Corporate Development of
PriCellular Corporation.
EXECUTIVE COMPENSATION
There is no executive officer whose salary and bonus exceeded $100,000
for the years ended December 31, 1995, 1994 or 1993. The Company had no salaried
employees during 1995. No options were granted, exercised or outstanding during
1995. Effective July 1, 1994, each Director receives fees of $10,000 per annum
and the Chairman, Ms. Pressman receives fees of $12,000 per annum. The Directors
(except Mr. Farbman) also serve as unpaid executive officers of the Corporation.
RELATED PARTY TRANSACTION
Pursuant to the Company's business plan to become an operating company,
in May 1994 the Company purchased from its former parent, Price Communications
Corporation ("PCC"), all of the capital stock of Eimar Realty Corporation, the
sole assets of which are a Nashville, Tennessee office building and cash. Such
building currently houses radio stations formerly owned by PCC, WLAC-AM and FM,
under a lease expiring in 1999. The aggregate purchase price paid by the Company
was $815,000, consisting of $275,000 in cash and the balance under a four-year
note bearing interest at 5% per annum. The Company will either continue the
long-term lease with the owners of WLAC-AM and FM, or, alternatively, sell the
property to them or others.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP are the independent auditors for the Company. A
representative of Arthur Andersen LLP is expected to be present at the
shareholders meeting with the opportunity to make a statement if such
representative desires to do so, and is expected to respond to appropriate
questions. KPMG Peat Marwick LLP ("KPMG,") the Company's former independent
auditors, resigned on March 7, 1995. The subsequent engagement of Arthur
Andersen LLP was approved by the Company's Board of Directors. In their report
on the Company's 1994 consolidated financial statements, KPMG expressed an
unqualified opinion as to the fair presentation of those financial statements in
accordance with generally accepted accounting principles.
<PAGE> 7
SHAREHOLDER PROPOSALS
Shareholders are advised that any shareholder proposals to be submitted
to shareholders for consideration at the Annual Meeting of Shareholders in 1997,
for inclusion in the Company's proxy statement and form of proxy must be
received at the Company's executive offices in New York on or before January 15,
1997.
GENERAL
The Board of Directors does not know of any matters other than those
specified in the Notice of Annual Meeting of Shareholders that will be presented
for consideration at the meeting. However, if other matters properly come before
the meeting, it is the intention of the persons named in the enclosed proxy to
vote thereon in accordance with their judgment. In the event that the nominee is
unable to serve as a director at the date of the meeting, the enclosed form of
proxy will be voted for any nominee who shall be designated by the Board of
Directors to fill such vacancy.
Under Nevada Law and the Company's Certificate of Incorporation and
By-laws, if a quorum is present, directors are elected by a plurality of the
votes cast by the holders of shares entitled to vote thereon. A majority of the
outstanding shares entitled to vote, present in person or represented by proxy
constitutes a quorum. Shares represented by proxies withholding votes from all
nominees will be counted only for purposes of determining a quorum.
The entire cost of soliciting proxies hereunder will be borne by the
Company. Proxies will be solicited by mail, and may be solicited personally by
directors, officers or regular employees of the Company who will not be
compensated for their services.
The Company intends to furnish its shareholders an annual report
containing audited financial statements. Shareholders who would like a copy of
the Company's 1995 Annual Report on Form 10-KSB filed with the Securities
Exchange Commission may obtain one, without charge by writing to: Steven Price,
Vice President and Secretary, TLM Corporation, 630 Fifth Avenue, Suite 3201, New
York, NY 10020.
New York, New York
May 15, 1996
<PAGE> 8
PROXY
TLM CORPORATION
630 FIFTH AVENUE, SUITE 3201
NEW YORK, NY 10020
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Robert Price and Steven Price and each
of them, proxies of the undersigned with power of substitution to each, to vote
all shares of Common Stock of TLM Corporation (the "Company") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Company to be held on June 5, 1996, at 9:30
o'clock a.m., Eastern Standard Time in Suite 3201, 630 Fifth Avenue, New York,
New York 10020, and at any adjournments thereof. The undersigned hereby revokes
any proxy heretofore given with respect to such shares.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This Proxy when properly executed and returned will be voted in the
manner directed below. If no direction is made, this Proxy will be voted FOR all
nominees and the proposal listed below.
<PAGE> 9
The Board of Directors recommends that shareholders vote FOR the
election of the nominee.
(1) Election of Director
___ FOR ___ WITHHOLD
NOMINEE AUTHORITY
LISTED TO VOTE
FOR
NOMINEE
LISTED
NOMINEE-- Robert Price
(2) In their discretion on any other matters properly coming before the
meeting or any adjournments thereof.
IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED
FOR THE NOMINEE LISTED ABOVE.
Dated:_______________________, 1996
______________________________
Signature(s) of Shareholder(s)
Please sign above and print your name(s) on the
space below the signature exactly as your name
or names appear hereon. If shares are registered
in more than one name, each joint owner or
fiduciary should sign. When signing as executor,
administrator, personal representative,
attorney, agent, trustee or guardian, please
give full title as such.
