-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WS77mipHrS/ehhKWGQZVMw9NcPp4s5AW7YFRCo7pwn24FIESYlZs4vtkGBWn6j9+ UizK7IXywdXWqwZF93uSBA== 0000950103-02-000289.txt : 20020415 0000950103-02-000289.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950103-02-000289 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020315 GROUP MEMBERS: CELLCO PARTNERSHIP GROUP MEMBERS: VERIZON WIRELESS INC GROUP MEMBERS: VERIZON WIRELESS OF THE EAST LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000355787 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 132991700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34130 FILM NUMBER: 02576981 BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLZ STREET 2: STE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127575600 MAIL ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123952121 MAIL ADDRESS: STREET 1: 1717 ARCH ST 47TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: BELL ATLANTIC CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 mar1502_13da2.txt =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) PRICE COMMUNICATIONS CORPORATION (Name of Issuer) COMMON STOCK $.01 PAR VALUE (Title of Class of Securities) ----------------------- 741437305 (Cusip Number) VERIZON COMMUNICATIONS INC. CELLCO PARTNERSHIP VERIZON WIRELESS OF THE EAST LP VERIZON WIRELESS INC. (Name of Persons Filing Statement) Edward Langston Cellco Partnership 180 Washington Valley Road Bedminster, NJ 07921 Tel No.: (908) 306-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Marianne Drost Diane G. Kerr Verizon Communications Inc. Davis Polk & Wardwell 1095 Avenue of the Americas 450 Lexington Avenue New York, NY 10036 New York, New York 10017 Tel No.: (212) 395-1783 Tel No.: (212) 450-4000 February 7, 2002 (Date of Event which Requires Filing of this Statement) ----------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following: [ ] =============================================================================== SCHEDULE 13D CUSIP No. 741437305 Page 2 of 19 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Verizon Communications Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 13,814,912* REPORTING PERSON WITH ------------------------------------------- 9 SOLE DISPOSITIVE POWER ------------------------------------------- 10 SHARED DISPOSITIVE POWER 13,814,912* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,814,912* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.11%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * The Reporting Person disclaims beneficial ownership of such shares and this statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this statement. SCHEDULE 13D CUSIP No. 741437305 Page 3 of 19 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cellco Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 13,814,912* BENEFICIALLY OWNED BY EACH ------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER ------------------------------------------- 10 SHARED DISPOSITIVE POWER 13,814,912* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,814,912* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.11%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * The Reporting Person disclaims beneficial ownership of such shares and this statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this statement. SCHEDULE 13D CUSIP No. 741437305 Page 4 of 19 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Verizon Wireless of the East LP - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 13,814,912* REPORTING PERSON WITH ------------------------------------------- 9 SOLE DISPOSITIVE POWER ------------------------------------------- 10 SHARED DISPOSITIVE POWER 13,814,912* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,814,912* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.11%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * The Reporting Person disclaims beneficial ownership of such shares and this statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this statement. SCHEDULE 13D CUSIP No. 741437305 Page 5 of 19 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Verizon Wireless Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 13,814,912* BENEFICIALLY OWNED BY EACH ------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER ------------------------------------------- 10 SHARED DISPOSITIVE POWER 13,814,912* - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,814,912* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.11%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * The Reporting Person disclaims beneficial ownership of such shares and this statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this statement. This Amendment No. 2 ("Amendment No. 2") amends and supplements the Statement on Schedule 13D originally filed with the SEC on November 24, 2000, and amended by Amendment No. 1 filed with the SEC on April 9, 2001 (as so amended, the "Schedule 13D"), by Verizon Communications Inc., a Delaware corporation, and Verizon Wireless Inc., a Delaware corporation and indirect wholly owned subsidiary of Verizon Communications Inc., relating to the shares of common stock, par value $0.01 par value per share ("Shares"), of Price Communications Corporation, a New York corporation. All capitalized terms used in this Amendment No. 2 without definition have the meanings attributed to them in the Schedule 13D. The items of the Schedule 13D set forth below are hereby amended and supplemented as follows: Item 2. Identity and Background Item 2 is amended by amending and restating such Item in its entirety as follows: "The names of the persons filing this statement are Verizon Communications Inc., a Delaware corporation ("Verizon"), Cellco Partnership, a Delaware general partnership doing business as "Verizon Wireless" ("Verizon Wireless"), Verizon Wireless of the East LP, a Delaware limited partnership and indirect wholly owned subsidiary of Verizon Wireless ("New Limited Partnership"), and Verizon Wireless Inc., a Delaware corporation and indirect wholly owned subsidiary of Verizon ("VWI", and together with Verizon, Verizon Wireless and New Limited Partnership, the "Reporting Persons"). The address of the principal business and the principal office of Verizon is 1095 Avenue of the Americas, New York, NY 10036. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of Verizon is set forth on Schedule A, and is incorporated herein by reference. Verizon is a domestic and international provider of communications related services, including wireline voice and data services, and wireless communications services (by virtue of its controlling interest in Verizon Wireless). The address of the principal business and principal office of Verizon Wireless is 180 Washington Valley Road, Bedminster, NJ 07921. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of Verizon Wireless is set forth on Schedule B, and is incorporated herein by reference. Verizon Wireless is 55% owned by Verizon and 45% owned by Vodafone Group Plc ("Vodafone"). Verizon Wireless is a domestic provider of wireless communications services. The address of the principal business and the principal office of New Limited Partnership is 180 Washington Valley Road, Bedminster, NJ 07921. As a limited partnership, New Limited Partnership has no directors. After the closing of the transactions contemplated by the Transaction Agreement (as defined below), New Limited Partnership will have a management committee comprised of three members, two of which will be appointed by Verizon Wireless of Georgia LLC, a Delaware limited liability company which is a wholly owned subsidiary of Verizon Wireless and the general partner of New Limited Partnership, and one of which will be appointed by Price Wireless (as defined below). New Limited Partnership does not and is not expected to employ any executive officers; however, certain management functions are expected to be provided to New Limited Partnership by employees of Verizon Wireless. New Limited Partnership was created for the sole purpose of completing the transactions contemplated by the Transaction Agreement and has not carried on any business activities to date. The address of the principal business and the principal office of VWI is 180 Washington Valley Road, Bedminster, NJ 07921. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of VWI is set forth on Schedule C, and is incorporated herein by reference. VWI has not carried on any business activities to date. It is currently anticipated that VWI would be the issuer in connection with any initial public offering of common stock pursuant to which it would become a general partner of Verizon Wireless. Page 6 of 19 The address of the principal business and the principal office of Vodafone Group Plc ("Vodafone") is The Courtyard, 2-4 London Road, Newbury, Berkshire RG141JX, England. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of Vodafone is set forth on Schedule D, and is incorporated herein by reference. Vodafone is an international provider of wireless telecommunications services. During the last five years, none of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the persons set forth on Schedules A, B, C or D was convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the persons set forth on Schedules A, B, C or D was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. Federal or State securities laws or finding any violations with respect to such laws." Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended by amending and restating such Item in its entirety as follows: "On December 18, 2001, Robert Price, President and Chief Executive Officer of the Issuer, and Kim I. Pressman, Chief Financial Officer of the Issuer, (together, the "Stockholders") entered into an amended and restated voting agreement (the "Voting Agreement", described in Item 6 below and attached hereto as Exhibit 1) with Verizon Wireless, New Limited Partnership and VWI with respect to certain Shares beneficially owned by the Stockholders. On February 7, 2002, Alexandra Farbman and Leo Farbman (the "Farbman Stockholders"), by Eileen Farbman as guardian of an aggregate of 3,625,000 Shares belonging to them, entered into an amended and restated voting agreement (the "Farbman Voting Agreement", described in Item 6 below and attached hereto as Exhibit 2) with Verizon Wireless, New Limited Partnership and VWI with respect to certain Shares beneficially owned by the Farbman Stockholders. No Shares were purchased by Verizon, Verizon Wireless, New Limited Partnership or VWI pursuant to the Voting Agreement or the Farbman Voting Agreement and thus no funds were used for such purpose." Item 4. Purpose of Transaction. Item 4 is amended by amending and restating such Item in its entirety as follows: "On December 18, 2001, Verizon Wireless, New Limited Partnership, and the Issuer and its subsidiaries entered into a transaction agreement (the "Transaction Agreement"). Pursuant to the terms of the transaction agreement, Price Communications Wireless, Inc., an indirect wholly owned subsidiary of the Issuer ("Price Wireless"), will contribute substantially all of its assets and approximately $150 million in cash to New Limited Partnership in exchange for a limited partnership interest in New Limited Partnership (the "Preferred Exchangeable Interest") . In addition, on December 18, 2001, Verizon Wireless, New Limited Partnership, Verizon, VWI, and the Issuer and its subsidiaries entered into an exchange agreement (the "Exchange Agreement"), pursuant to which the Preferred Exchangeable Interest may be exchangeable into common stock of VWI or Verizon in certain circumstances. The consummation of the transactions contemplated by the Transaction Agreement and the Exchange Agreement is subject to the approval of the stockholders of the Issuer and certain other conditions. As an inducement to Verizon Wireless and New Limited Partnership entering into the Transaction Agreement, and Verizon Wireless, New Limited Partnership, Verizon and VWI entering into the Exchange Agreement, the Stockholders entered into the Voting Agreement and the Farbman Stockholders entered into the Farbman Voting Agreement, as described in Item 6 below. Page 7 of 19 Except for the transactions contemplated by the Transaction Agreement and as set forth above, none of the Reporting Persons or, to the best knowledge of any of the Reporting Persons, any of the persons listed in Schedules A, B, C or D hereto, has any plan or proposal which relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D." Item 5. Interest in Securities of the Issuer. Item 5 is amended by amending and restating such Item in its entirety as follows: "(a) As a result of the Voting Agreement and the Farbman Voting Agreement, the Reporting Persons may be deemed for the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, to beneficially own 13,814,912 Shares, representing, for the purposes of Rule 13d-3, approximately 25.11% of the fully-diluted outstanding shares of voting stock of the Issuer as of January 4, 2002. Each of the Reporting Persons, however, hereby disclaims beneficial ownership of such Shares, and this statement shall not be construed as an admission that any of the Reporting Persons is, for any or all purposes, the beneficial owner of the securities covered by this statement. Except as set forth in this Item 5(a), none of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the persons set forth on Schedules A, B, C or D hereto owns beneficially any Shares. (b) Except to the extent that it may be deemed to by virtue of the Voting Agreement and the Farbman Voting Agreement, the Reporting Persons do not have sole power to vote or to direct the vote, shared power to vote or to direct the vote, or the sole or shared power to dispose or to direct the disposition of any of the Shares. The Reporting Persons may be deemed in certain circumstances as more fully described in Item 6 to have the shared power with the Stockholders and the Farbman Stockholders to vote 13,814,912 Shares. However, the Reporting Persons (i) are not entitled to any rights as a shareholder of the Issuer as to the Shares that are subject to the Voting Agreement or the Farbman Voting Agreement and (ii) disclaim any beneficial ownership of the Shares which are covered by the Voting Agreement or the Farbman Voting Agreement. The information required by Item 2 relating to the Farbman Stockholders is set forth on Schedule E. (c) Except for the execution and delivery of the Voting Agreement, the Farbman Voting Agreement and the Transaction Agreement, none of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the persons set forth on Schedules A, B, C or D hereto has effected any transaction in the Shares during the past 60 days. (d) Inapplicable. (e) Inapplicable." Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended by amending and restarting such Item in its entirety as follows: "Pursuant to the Voting Agreement, the Stockholders have agreed to vote all Shares that such Stockholders are entitled to vote at the time of any vote to approve and adopt the Transaction Agreement and any of the transactions contemplated by the Transaction Agreement at any meeting of the stockholders of the Issuer, and at any adjournment thereof, at which the Transaction Agreement, or the transactions contemplated by the Transaction Agreement, are submitted for consideration and vote of the stockholders of the Issuer. The Stockholders have also agreed that they will not vote any Shares in favor of (other than an Alternative Agreement (as defined below) entered into in accordance with the Transaction Agreement and matters relating to, or in connection with the Alternative Agreement) the approval of any (i) Acquisition Proposal (as defined below), (ii) action or set of actions which, if consummated, would constitute a change of control, (iii) reorganization, recapitalization, liquidation or Page 8 of 19 winding up of the Issuer or any other extraordinary transaction involving the Issuer, (iv) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Transaction Agreement, or (v) other matters relating to, or in connection with, any of the foregoing matters. Each Stockholder has granted an irrevocable proxy to Verizon Wireless, appointing Verizon Wireless as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express consent or dissent, or otherwise use such voting power as provided above with respect to all the Shares of such Stockholder. Each Stockholder has also further agreed that they will not, without the prior written consent of Verizon Wireless, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of their Shares (other than the proxy granted to Verizon Wireless), (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of the Voting Agreement, or (iii) agree to any amendment, waiver or termination of (A) the voting agreement dated as of March 30, 2001 between Lucy Price and Nyle Price (the "Price Stockholders") (by Steven Price as guardian of an aggregate of 3,625,000 Shares belonging to them) and Robert Price, with respect to certain Shares beneficially owned by the Price Stockholders or (B) the voting agreement dated as of March 30, 2001 between the Farbman Stockholders (by Eileen Farbman as guardian of an aggregate of 3,625,000 Shares belonging to them) and Robert Price, with respect to certain Shares beneficially owned by the Farbman Stockholders (the "Farbman Family Voting Agreement"). Each Stockholder has also agreed that they will not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement. Each Stockholder has agreed that he or she will not (other than as permitted by the Transaction Agreement) solicit, initiate, knowingly encourage, conduct or engage in any substantive discussions, or enter into any agreement or understanding with any other person or entity regarding the transfer, directly or indirectly, of any of their Shares in a manner which would reasonably be anticipated in the case of the Issuer to result in a change of control. "Acquisition Proposal" means, other than the transactions contemplated by the Transaction Agreement, any offer or proposal for, any indication of interest in, or any submission of inquiries from any third party relating to (A) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of the Issuer and its subsidiaries or over 20% of any class of equity or voting securities of the Issuer or any of its subsidiaries, (B) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party's beneficially owning 20% or more of any class of equity or voting securities of the Issuer or any of its subsidiaries, or (C) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Issuer or any of its subsidiaries; provided that, notwithstanding the foregoing, the acquisition by any institutional investor of any securities of the Issuer, directly or indirectly, in connection with its investment operations in the ordinary course of business shall not constitute an "Acquisition Proposal" if (I) such investor and its affiliates do not at any time beneficially own voting securities of the Issuer representing more than 30% of the total voting power of all outstanding voting securities of the Issuer and (II) such activities are for investment purposes only and are not, alone or in concert with others, in connection with any plan, arrangement, understanding, proposal, or intention to influence, or affect control over the management, board of directors or policies of the Issuer, provided further that, notwithstanding the foregoing, an Acquisition Proposal shall be deemed to exist if at any time such investor or its affiliates shall fail to, or no longer, comply with (I) or (II) of the foregoing. "Alternative Agreement" means, a binding written agreement concerning an Acquisition Proposal that constitutes a Superior Proposal (as defined below). "Superior Proposal" means any bona fide, unsolicited written Acquisition Proposal on terms that the board of directors of the Issuer determines in good faith by a majority vote, on the basis of the advice of a financial advisor Page 9 of 19 of nationally recognized reputation and taking into account all the terms and conditions of the Acquisition Proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation, are more favorable and provide greater value to all the Issuer's shareholders than as provided under the Transaction Agreement and for which financing, to the extent required, is then either fully committed or reasonably determined to be available by the board of directors of the Issuer; provided that, notwithstanding the fact that the transactions contemplated by the Transaction Agreement do not contemplate the distribution of consideration to the Issuer's shareholders, for purposes of determining whether an Acquisition Proposal is a Superior Proposal, the transactions contemplated by the Transaction Agreement shall be deemed to have an aggregate value of at least $1,150 million to such shareholders, assuming they were consummated. The Voting Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. Pursuant to the Farbman Voting Agreement, the Farbman Stockholders have agreed to vote all Shares that such Farbman Stockholders are entitled to vote at the time of any vote to approve and adopt the Transaction Agreement and any of the transactions contemplated by the Transaction Agreement at any meeting of the stockholders of the Issuer, and at any adjournment thereof, at which such Transaction Agreement, or the transactions contemplated by the Transaction Agreement, are submitted for consideration and vote of the stockholders of the Issuer. The Farbman Stockholders have also agreed that they will not vote any Shares in favor of (other than an Alternative Agreement (as defined above) entered into in accordance with the Transaction Agreement and matters relating to, or in connection with the Alternative Agreement) the approval of any (i) Acquisition Proposal (as defined above), (ii) action or set of actions which, if consummated, would constitute a change of control, (iii) reorganization, recapitalization, liquidation or winding up of the Issuer or any other extraordinary transaction involving the Issuer, (iv) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Transaction Agreement or (v) other matters relating to, or in connection with, any of the foregoing matters. Each Farbman Stockholder has granted an irrevocable proxy to Verizon Wireless, appointing Verizon Wireless as such Farbman Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Farbman Stockholders name, to vote, express consent or dissent, or otherwise use such voting power as provided above with respect to all the Shares of such Farbman Stockholder. Each Farbman Stockholder has also further agreed that they will not, without the prior written consent of Verizon Wireless, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of their Shares, (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of the Farbman Voting Agreement, or (iii) agree to any amendment, waiver or termination of the Farbman Family Voting Agreement. Each Farbman Stockholder has also agreed that they will not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement. Each Farbman Stockholder has agreed that he or she will not (other than as permitted by the Transaction Agreement) solicit, initiate, knowingly encourage, conduct or engage in any substantive discussions, or enter into any agreement or understanding with any other person or entity regarding the transfer, directly or indirectly, of any of his or her Shares in a manner which would reasonably be anticipated in the case of the Issuer to result in a change of control." Item 7. Material to be Filed as Exhibits. Item 7 is amended by amending and restating such Item in its entirety as follows: "Exhibit 1: Amended and Restated Voting Agreement dated as of December 18, 2001 among Cellco Partnership, Verizon Wireless of the East LP, Verizon Wireless Inc., Robert Price and Kim I. Pressman. Page 10 of 19 Exhibit 2: Amended and Restated Voting Agreement dated as of February 7, 2002 among Cellco Partnership, Verizon Wireless of the East LP and Verizon Wireless Inc., and Alexandra Farbman and Leo Farbman (by Eileen Farbman as guardian of their property)." Page 11 of 19 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 15, 2002 VERIZON COMMUNICATIONS INC. By: /s/ Dennis F. Strigl ---------------------------------- Name: Dennis F. Strigl Title: Executive Vice President CELLCO PARTNERSHIP By: /s/ Dennis F. Strigl ---------------------------------- Name: Dennis F. Strigl Title: Chief Executive Officer VERIZON WIRELESS OF THE EAST LP By: Verizon Wireless of Georgia LLC, as general partner By: Cellco Partnership, as sole member By: /s/ Dennis F. Strigl ---------------------------------- Name: Dennis F. Strigl Title: Chief Executive Officer VERIZON WIRELESS INC. By: /s/ Dennis F. Strigl ---------------------------------- Name: Dennis F. Strigl Title: Chief Executive Officer Page 12 of 19 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF VERIZON COMMUNICATIONS INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Verizon Communications Inc. ("Verizon") are set forth below. If no business address is given, the director's or officer's business address is 1095 Avenue of the Americas, New York, NY 10036. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Verizon. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. Present Principal Occupation Including Name and Business Address Name and Address of Employer - ------------------------------- ----------------------------------------------- Directors James R. Barker................ Chairman of The Interlake Steamship Company and Vice Chairman of Mormac Marine Group, Inc. and Moran Towing Company. Director of The Pittston Company; Eastern Enterprises. Edward H. Budd................. Director of Delta Air Lines, Inc. Richard L. Carrion............. Chairman, President and Chief Executive Officer, Popular, Inc. (bank holding company) and Chairman, President and Chief Executive Officer, Banco Popular de Puerto Rico. Robert F. Daniell.............. Director of Shell Oil Company. Helene L. Kaplan............... Of Counsel to the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Director of The Chase Manhattan Corporation; Exxon Mobil Corporation; The May Department Stores Company; Metropolitan Life Insurance Company. Charles R. Lee................. Chairman and Co-Chief Executive Officer. Director of United Technologies Corporation, USX Corporation and The Procter & Gamble Company. Sandra O. Moose................ Senior Vice President and Director of The Boston Consulting Group, Inc. Director of Rohm and Haas Company and 27 investment companies sponsored by The New England Funds. Joseph Neubauer................ Chairman and Chief Executive Officer, ARAMARK Corporation (managed services). Director of CIGNA Corporation; Federated Department Stores; First Union Corporation. Thomas H. O'Brien.............. Chairman and Chief Executive Officer, The PNC Financial Services Group, Inc. Director of Blackrock, Inc.; Hilb, Rogal and Hamilton Company; USAirways. Russell E. Palmer.............. Chairman and Chief Executive Officer, The Palmer Group (investment firm). Director of Honeywell International Inc.; The May Department Stores Company; Safeguard Scientifics, Inc.; Federal Home Loan Mortgage Corporation. Hugh B. Price.................. President and Chief Executive Officer, National Urban League. Director of Metropolitan Life Insurance Company; Sears, Roebuck and Co. Ivan G. Seidenberg............. President and Co-Chief Executive Officer. Director of American Home Products Corporation; Boston Properties, Inc.; CVS Corporation; Honeywell International Inc.; Viacom, Inc. Page 13 of 19 Walter V. Shipley.............. Director of Champion International Corporation; Exxon Mobil Corporation. John W. Snow................... Chairman, President and Chief Executive Officer, CSX Corporation (rail freight). Director of Circuit City Stores, Inc.; Johnson & Johnson; USX Corporation. John R. Stafford............... Chairman, President and Chief Executive Officer, American Home Products Corporation (healthcare and agriculture products). Director of The Chase Manhattan Corporation; Deere & Company; Honeywell International Inc. Robert D. Storey............... Partner, Cleveland law firm of Thompson, Hine & Flory LLP. Director of The Proctor & Gamble Company; The May Department Stores Company Name Title - ------------------------------- ----------------------------------------------- Executive Officers (Who Are Not Directors) Lawrence T. Babbio, Jr......... Vice Chairman and President Mary Beth Bardin............... Executive Vice President - Public Affairs and Communications William P. Barr................ Executive Vice President and General Counsel David H. Benson................ Executive Vice President - Strategy, Development and Planning William F. Heitmann............ Senior Vice President and Treasurer Michael T. Masin............... Vice Chairman and President Frederic V. Salerno............ Vice Chairman and Chief Financial Officer Ezra D. Singer................. Executive Vice President - Human Resources Dennis F. Strigl............... Executive Vice President and President - Domestic Wireless Lawrence R. Whitman............ Senior Vice President and Controller Page 14 of 19 SCHEDULE B DIRECTORS AND EXECUTIVE OFFICERS OF CELLCO PARTNERSHIP The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Cellco Partnership ("Verizon Wireless") are set forth below. If no business address is given, the director's or officer's business address is 180 Washington Valley Road, Bedminster, NJ 07921. Except for Edward Langston, who is British, and Tomas Isaksson, who is Swedish, all of the persons listed below are citizens of the United States of America. Present Principal Occupation Including Name and Business Address Name and Address of Employer - ------------------------------- ----------------------------------------------- Directors Ivan G. Seidenberg............. Chairman of Cellco Partnership and President and Co-CEO of Verizon Communications Inc. Sir Christopher Gent........... Chief Executive Officer of Vodafone Group Plc Dennis F. Strigl............... President and Chief Executive Officer. Lawrence T. Babbio, Jr......... Vice Chairman and President of Verizon Communications Inc. Michael T. Masin............... Vice Chairman and President of Verizon Communications Inc. Kenneth J. Hydon............... Financial Director of Vodafone Group Plc and several of its subsidiaries Tomas Isaksson................. Chief Executive Officer of Vodafone Group Plc's Americas Region. President of Global Platform and Internet Services for Vodafone AirTouch Plc Name Title - ------------------------------- ----------------------------------------------- Executive Officers (Who Are Not Directors) Lowell C. McAdam............... Executive Vice President and Chief Operating Officer Richard J. Lynch............... Executive Vice President and Chief Technical Officer Edward Langston................ Vice President and Chief Financial Officer Roger Gurnani.................. Vice President-Information Systems and Chief Information Officer John G. Stratton............... Vice President and Chief Marketing Officer Marc C. Reed................... Vice President-Human Resources S. Mark Tuller................. Vice President-Legal & External Affairs, General Counsel and Secretary James J. Gerace................ Vice President-Corporation Communications Margaret P. Feldman............ Vice President-Business Development Page 15 of 19 SCHEDULE C DIRECTORS AND EXECUTIVE OFFICERS OF VERIZON WIRELESS INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Verizon Wireless Inc. ("VWI") are set forth below. If no business address is given, the director's or officer's business address is 180 Washington Valley Road, Bedminster, NJ 07921. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to VWI. All of the persons listed below are citizens of the United States of America, except for Mr. Langston, who is a citizen of the United Kingdom. Present Principal Occupation Including Name and Business Address Name and Address of Employer - ------------------------------- ----------------------------------------------- Directors Dennis F. Strigl............... President and Chief Executive Officer. President and Chief Executive Officer, Cellco Partnership. Name Title - ------------------------------- ----------------------------------------------- Executive Officers (Who Are Not Directors) Edward Langston................ Chief Financial Officer and Chief Accounting Officer. S. Mark Tuller................. Vice President and Secretary. Page 16 of 19 SCHEDULE D DIRECTORS AND EXECUTIVE OFFICERS OF VODAFONE GROUP PLC The name, business address, title, present principal occupation or employment and citizenship of each of the directors and executive officers of Vodafone Group Plc ("Vodafone") are set forth below. If no business address is given, the director's or officer's business address is The Courtyard, 2-4 London Road, Newbury, Berkshire RG14 1JX, England. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Vodafone. Present Principal Occupation Including Name and Name Address of Employer Citizenship - ------------------------------- -------------------------------- ----------- Lord MacLaurin of Knebworth Non-Executive Chairman. British Member of Supervisory Board of Vodafone AG Sir Christopher Gent Chief Executive Officer British Julian Michael Horn-Smith Chief Operating Officer British Thomas Geitner Chief Executive Officer, British Group Products and Services Kenneth John Hydon Financial Director British Peter Richard Bamford Chief Executive Officer, British Northern Europe, Middle East and Africa Michael John Boskin Non-Executive Director. American Director of ExxonMobil Corporation, First Health Group Corp. and Oracle Corporation Prof. Sir Alec Broers Non-Executive Director. British Vice-Chancellor of Cambridge University Paul Hazen Non-Executive Deputy American Chairman. Director of Safeway Inc., Phelps Dodge Corporation, Xstrata AG and E.piphany. Chairman of Accel-KKR Penelope Lesley Hughes Non-Executive Director. British Director of Scandinaviska Enskilda Banken A.B. and Trinity Mirror Group plc, and Chairman of Web-Angel plc. Page 17 of 19 Present Principal Occupation Including Name and Name Address of Employer Citizenship - ------------------------------- -------------------------------- ----------- Arun Sarin Non-Executive Director. American Director of The Gap Inc., The Charles Schwab Corporation and Cisco Systems Inc. Sir David Scholey Non-Executive Director. British Senior advisor to UBS Warburg, Chairman of Close Brothers Group plc, Deputy Chairman of Anglo American plc, and Director of The Chubb Corporation Jurgen Erich Schrempp Non-Executive Director. German Chairman of Board of Management of Daimler- Chrysler AG. Serves on supervisory boards of Allianz AG and HypoVereinsbank AG, and Director of New York Stock Exchange and Sasol Ltd. Name Title Citizenship - ------------------------------- -------------------------------- ----------- Executive Officers (Who are not Directors) Stephen Roy Scott Company Secretary British Page 18 of 19 SCHEDULE E To the knowledge of the Reporting Persons, the name, address, title, present principal occupation or employment of each of the Stockholders and the Farbman Stockholders are as set forth below. If no address is given the Stockholder's or Farbman Stockholder's business address is 45 Rockefeller Plaza, New York, New York 10020. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. To the knowledge of the Reporting Persons, neither of the persons listed below has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Present Principal Occupation Including Name and Business Address Name and Address of Employer - ------------------------------- ----------------------------------------------- Robert Price................... Director, President and Treasurer, Price Communications Corporation Kim Pressman................... Executive Vice President and Chief Financial Officer, Price Communications Corporation Alexandra Farbman.............. Not currently employed One North Bridge Terrace Mount Kisco, New York 10549 (residence) Leo Farbman.................... Not currently employed One North Bridge Terrace Mount Kisco, New York 10549 (residence) Page 19 of 19 EX-1 3 mar1502_ex1.txt EXHIBIT 1 AMENDED AND RESTATED VOTING AGREEMENT AGREEMENT, dated as of December 18, 2001 among Cellco Partnership, a Delaware general partnership ("Cellco"), Verizon Wireless of the East LP, a limited partnership organized under the laws of the State of Delaware ("New LP"), Verizon Wireless Inc., a Delaware corporation ("VWI" and, together with Cellco and New LP, the "Verizon Parties") and each of the Persons listed on the signature pages hereof (each, a "Stockholder"). WHEREAS, VWI and the Stockholders are party to a Voting Agreement dated November 14, 2000 (the "Old Voting Agreement"); WHEREAS, the Old Voting Agreement provides that it shall terminate automatically upon the termination of a certain Transaction Agreement dated November 14, 2000 among VWI, Cellco, VWI Acquisition Corporation, Price Communications Corporation, a New York corporation ("Price Parent"), Price Communications Cellular Inc., a Delaware corporation ("Price Cellular"), Price Communications Cellular Holdings, Inc., a Delaware corporation ("Price Shareholder") and Price Communications Wireless, Inc., a Delaware corporation (the "Company" and, together with Price Parent, Price Cellular and Price Shareholder, the "Price Corporations") (the "Old Transaction Agreement"); WHEREAS, the Old Transaction Agreement will be terminated in accordance with its terms pursuant to a Termination Agreement dated as of the date hereof among VWI and the Price Corporations and a new Transaction Agreement among Cellco, New LP and the Price Corporations will be executed on the date hereof (the "New Transaction Agreement"); WHEREAS, Eileen Farbman as guardian of the property of Alexandra Farbman and Leo Farbman has entered into a Voting Agreement dated as of March 30, 2001 with Robert Price (the "Farbman Family Voting Agreement"); WHEREAS, Steven Price as guardian of the property of Lucy Price and Nyle Price has entered into a Voting Agreement dated as of March 30, 2001 with Robert Price (the "Price Family Voting Agreement"); WHEREAS, in order to induce Cellco and New LP to enter into the New Transaction Agreement, the parties to the Old Voting Agreement have agreed to amend and restate the Old Voting Agreement to, inter alia, (i) add New LP and Cellco as parties, (ii) provide for termination upon, among other things, the termination of the New Transaction Agreement and (iii) secure the agreement of each Stockholder to vote all shares of capital stock of any Price Corporation that such Stockholder may beneficially own on the date hereof or hereafter acquire or otherwise be entitled to vote (collectively, the "Shares") to approve the New Transaction Agreement and any of the transactions contemplated thereby. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 GRANT OF PROXY AND VOTING AGREEMENT SECTION 1.01. Voting Agreement. Each Stockholder hereby agrees to vote all Shares that such Stockholder is entitled to vote at the time of any vote to approve the New Transaction Agreement and any of the transactions contemplated thereby at any meeting or meetings of the stockholders of any Price Corporation, as applicable, and at any adjournment thereof, at which such New Transaction Agreement and any transactions contemplated thereby are submitted for the consideration and vote of the stockholders of any Price Corporation, as applicable. Each Stockholder hereby agrees that it will not vote any Shares in favor of (other than an Alternative Agreement entered into in accordance with the New Transaction Agreement and matters relating to, or in connection with the Alternative Agreement) the approval of any (i) Acquisition Proposal, (ii) action or set of actions which, if consummated, would constitute a Change of Control, (iii) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company (other than as contemplated by the New Transaction Agreement and the Ancillary Agreements referred to therein), (iv) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the New Transaction Agreement or (v) other matter relating to, or in connection with, any of the foregoing matters. SECTION 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Shares. By entering into this Agreement, each Stockholder hereby grants a proxy appointing Cellco as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder' name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner provided by Section 1.01 above with respect to all the Shares of such Stockholder. The proxy granted by each Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of Cellco and New LP entering into this Agreement and the New Transaction Agreement and incurring certain related fees and expenses. The proxy 2 granted by each Stockholder pursuant hereto shall be revoked upon termination of this Agreement in accordance with its terms. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER Each Stockholder, severally and not jointly, represents and warrants to Cellco that: SECTION 2.01. Authorization; Enforceability. If such Stockholder is not a natural Person, the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby are within the powers of such Stockholder. This Agreement constitutes a valid and binding Agreement of such Stockholder. If such Stockholder is executing this Agreement in a representative or fiduciary capacity or pursuant to any power of attorney or proxy, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. If such Stockholder is a natural Person, the Shares beneficially owned by such Stockholder do not constitute marital property under applicable laws, or if such Shares constitute marital property, the consent of such Shareholder's spouse is not required for the execution and delivery of this Agreement or the performance by such Stockholder of the obligations of the Stockholder hereunder. If this Agreement is being executed in a representative or fiduciary capacity or pursuant to any power of attorney or proxy, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. SECTION 2.02. Non-Contravention. The execution, delivery and performance by each Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) if such Stockholder is not a natural Person, violate the certificate of incorporation or bylaws or other constituent documents of such Stockholder, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement or other instrument binding on such Stockholder or (iv) result in the imposition of any Lien on any assets of such Stockholder. SECTION 2.03. Ownership of Shares. With respect to the Shares set forth on the page immediately following the signature pages hereof opposite such Stockholder's name, such Stockholder (x) is the record and beneficial owner of 3 such Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares) or (y) has and, for so long as this Agreement is in effect, will have the full power and authority to vote, express consent or dissent, or otherwise utilize the voting power of such Shares. SECTION 2.04. Total Shares. Except for the Shares set forth on the page immediately following the signature pages hereof, such Stockholder does not beneficially own or otherwise have the right to vote any (i) shares of capital stock or voting securities of any Price Corporation, (ii) securities of any Price Corporation convertible into or exchangeable for shares of capital stock or voting securities of any Price Corporation or (iii) options or other rights to acquire from any Price Corporation any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Price Corporation. SECTION 2.05. Finder's Fees. Subject to and by complying with Section 7.18 of the New Transaction Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from any of the Price Corporations in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VERIZON PARTIES Each of the Verizon Parties represents and warrants, with respect to itself, to each Stockholder that: SECTION 3.01. Corporate Authorization. The execution, delivery and performance by such Verizon Party of this Agreement and the consummation by such Verizon Party of the transactions contemplated hereby are within each of its powers and have been duly authorized by all necessary corporate or partnership action. This Agreement constitutes a valid and binding Agreement of such Verizon Party. 4 ARTICLE 4 COVENANTS OF EACH STOCKHOLDER Each Stockholder, severally and not jointly, hereby covenants and agrees that: SECTION 4.01. No Proxies for or Encumbrances on Shares. (a) Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Cellco, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares (other than the proxy granted pursuant to Section 1.02 of this Agreement), (ii) sell, assign, transfer, encumber or otherwise dispose of , or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or permit any other Person to take any such action with respect to any Shares during the term of this Agreement or (iii) agree to any amendment, waiver or termination of the Price Family Voting Agreement or the Farbman Family Voting Agreement. Such Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agree to notify Cellco promptly, and to provide all details requested by Cellco if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. (b) The foregoing notwithstanding, Kim Pressman shall be entitled to take any action described in clause (ii) of Section 4.01(a) with respect to up to 55,000 shares of capital stock of the Company held by her provided that prior written notification of any such action is delivered to Cellco and New LP. Any shares of capital stock disposed of by Ms. Pressman in accordance with this Section 4.02(b) shall not be deemed to be "Shares" for the purposes of this Agreement. SECTION 4.02. Other Offers. Except as permitted by the New Transaction Agreement, each of the Stockholders will not solicit, initiate, knowingly encourage, conduct or engage in any substantive discussions, or enter into any agreement or understanding with any other person or entity regarding the transfer, directly or indirectly, of any of their Shares in a manner which would reasonably be anticipated in the case of Price Parent to result in a Change of Control (other than an event that is a Change of Control solely by reason of subparagraph (i) of the definition of "Change of Control"). Any party hereto becoming aware of any inquiry or request by another person or entity with respect to any such transfer prohibited by the immediately preceding sentence hereof shall promptly notify Cellco of such inquiry, indicate the identity of the offer or and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and 5 thereafter keep Cellco informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such inquiries or contacts. ARTICLE 5 MISCELLANEOUS SECTION 5.01. Further Assurances. Each of the Verizon Parties and each Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement; provided that this Section 5.01 shall in no way limit, restrict or restrain the ability of each Stockholder to exercise its fiduciary duties as a director or officer of any of the Price Corporations, so long as each Stockholder acts in accordance with Section 9.09 of the New Transaction Agreement. SECTION 5.02. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier of (i) the date of termination of the New Transaction Agreement in accordance with its terms or (ii) the approval by the shareholders of Price Parent of all the transactions contemplated by the New Transaction Agreement (other than the VWI Exchange). SECTION 5.03. Expenses. Except as otherwise provided in the New Transaction Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto, except that each of the Verizon Parties may transfer or assign its rights and obligations, in whole or from time to time in part, to any one or more of its Affiliates. SECTION 5.05. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York. 6 SECTION 5.06. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. SECTION 5.07. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.08. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.09. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the New Transaction Agreement. 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CELLCO PARTNERSHIP By: /s/ Dennis F. Strigl -------------------------------- Dennis F. Strigl Chief Executive Officer VERIZON WIRELESS OF THE EAST LP By: /s/ Dennis F. Strigl -------------------------------- Dennis F. Strigl Chief Executive Officer VERIZON WIRELESS INC. By: /s/ Dennis F. Strigl -------------------------------- Dennis F. Strigl Chief Executive Officer STOCKHOLDERS: ROBERT PRICE /s/ Robert Price ------------------------------------ KIM PRESSMAN /s/ Kim Pressman ------------------------------------ 8 Names of Stockholder Class of Stock Shares Owned or Entitled to Vote - -------------------- -------------- -------------------------------- Robert Price Common 13,453,100 Kim Pressman Common 383,665 9 EX-2 4 mar1502_ex2.txt EXHIBIT 2 AMENDED AND RESTATED VOTING AGREEMENT AGREEMENT, dated as of February 7, 2002 among Cellco Partnership, a Delaware general partnership ("Cellco"), Verizon Wireless of the East LP, a limited partnership organized under the laws of the State of Delaware ("New LP"), Verizon Wireless Inc., a Delaware corporation ("VWI" and, together with Cellco and New LP, the "Verizon Parties") and Alexandra Farbman and Leo Farbman, by Eileen Farbman as guardian of their property (each of Alexandra Farbman and Leo Farbman, a "Stockholder"). WHEREAS, VWI, the Stockholders and Steven Price as guardian of the property of Lucy Price and Kyle Price are party to a Voting Agreement dated November 14, 2000 (the "Old Voting Agreement"); WHEREAS, the Old Voting Agreement provides that it shall terminate automatically upon the termination of a certain Transaction Agreement dated November 14, 2000 among VWI, Cellco, VWI Acquisition Corporation, Price Communications Corporation, a New York corporation ("Price Parent"), Price Communications Cellular Inc., a Delaware corporation ("Price Cellular"), Price Communications Cellular Holdings, Inc., a Delaware corporation ("Price Shareholder") and Price Communications Wireless, Inc., a Delaware corporation (the "Company" and, together with Price Parent, Price Cellular and Price Shareholder, the "Price Corporations") (the "Old Transaction Agreement"); WHEREAS, the Old Transaction Agreement was terminated in accordance with its terms pursuant to a Termination Agreement dated as of December 18, 2001 among VWI and the Price Corporations and a new Transaction Agreement among Cellco, New LP and the Price Corporations was executed on December 18, 2001 (the "New Transaction Agreement"); WHEREAS, Eileen Farbman as guardian of the property of Alexandra Farbman and Leo Farbman has entered into a Voting Agreement dated as of March 30, 2001 with Robert Price (the "Original Farbman Family Voting Agreement"), which is being amended as of the date hereof to exclude the matters covered by this agreement (as amended, the "Farbman Family Voting Agreement"); WHEREAS, Steven Price as guardian of the property of Lucy Price and Kyle Price has entered into a Voting Agreement dated as of March 30, 2001 with Robert Price (the "Price Family Voting Agreement"); WHEREAS, in order to (i) induce VWI to consent to the amendment of the Original Farbman Family Voting Agreement, (ii) provide for termination upon, among other things, the termination of the New Transaction Agreement and (iii) secure the agreement of each Stockholder to vote all shares of capital stock of any Price Corporation that such Stockholder may beneficially own on the date hereof or hereafter acquire or otherwise be entitled to vote (collectively, the "Shares") to approve the New Transaction Agreement and any of the transactions contemplated thereby. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 GRANT OF PROXY AND VOTING AGREEMENT SECTION 1.01. Voting Agreement. Each Stockholder hereby agrees to vote all Shares that such Stockholder is entitled to vote at the time of any vote to approve the New Transaction Agreement and any of the transactions contemplated thereby at any meeting or meetings of the stockholders of any Price Corporation, as applicable, and at any adjournment thereof, at which such New Transaction Agreement and any transactions contemplated thereby are submitted for the consideration and vote of the stockholders of any Price Corporation, as applicable. Each Stockholder hereby agrees that it will not vote any Shares in favor of (other than an Alternative Agreement entered into in accordance with the New Transaction Agreement and matters relating to, or in connection with the Alternative Agreement) the approval of any (i) Acquisition Proposal, (ii) action or set of actions which, if consummated, would constitute a Change of Control, (iii) reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company (other than as contemplated by the New Transaction Agreement and the Ancillary Agreements referred to therein), (iv) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the New Transaction Agreement or (v) other matter relating to, or in connection with, any of the foregoing matters. SECTION 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to his or her Shares relating to the matters covered by this Agreement. By entering into this Agreement, each Stockholder hereby grants a proxy appointing Cellco as such Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner provided by Section 1.01 above with respect to 2 all the Shares of such Stockholder. The proxy granted by each Stockholder pursuant to this Article 1 is irrevocable. The proxy granted by each Stockholder pursuant hereto shall be revoked upon termination of this Agreement in accordance with its terms. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER Each Stockholder represents and warrants to Cellco that: SECTION 2.01. Authorization; Enforceability. If such Stockholder is not a natural Person, the execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby are within the powers of such Stockholder. This Agreement constitutes a valid and binding Agreement of such Stockholder. If such Stockholder is executing this Agreement in a representative or fiduciary capacity or pursuant to any power of attorney or proxy, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. If such Stockholder is a natural Person, the Shares beneficially owned by such Stockholder do not constitute marital property under applicable laws, or if such Shares constitute marital property, the consent of such Shareholder's spouse is not required for the execution and delivery of this Agreement or the performance by such Stockholder of the obligations of the Stockholder hereunder. The Person signing this Agreement has full power and authority to enter into and perform this Agreement. SECTION 2.02. Non-Contravention. The execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (ii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which such Stockholder is entitled under any provision of any agreement or other instrument binding on such Stockholder or (iii) result in the imposition of any Lien on any assets of such Stockholder. SECTION 2.03. Ownership of Shares. With respect to the Shares set forth on the page immediately following the signature pages hereof opposite such Stockholder's name, such Stockholder (x) is the record and beneficial owner of such Shares free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares) 3 other than pursuant to the Farbman Family Voting Agreement or (y) has and, for so long as this Agreement is in effect, will have the full power and authority to vote, express consent or dissent, or otherwise utilize the voting power of such Shares. SECTION 2.04. Total Shares. Except for the Shares set forth on the page immediately following the signature pages hereof, such Stockholder does not beneficially own or otherwise have the right to vote any (i) shares of capital stock or voting securities of any Price Corporation, (ii) securities of any Price Corporation convertible into or exchangeable for shares of capital stock or voting securities of any Price Corporation or (iii) options or other rights to acquire from any Price Corporation any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Price Corporation. SECTION 2.05. Finder's Fees. Subject to and by complying with Section 7.18 of the New Transaction Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from any of the Price Corporations in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Stockholder. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VERIZON PARTIES Each of the Verizon Parties represents and warrants, with respect to itself, to each Stockholder that: SECTION 3.01. Corporate Authorization. The execution, delivery and performance by such Verizon Party of this Agreement and the consummation by such Verizon Party of the transactions contemplated hereby are within each of its powers and have been duly authorized by all necessary corporate or partnership action. This Agreement constitutes a valid and binding Agreement of such Verizon Party. 4 ARTICLE 4 COVENANTS OF EACH STOCKHOLDER Each Stockholder hereby covenants and agrees that: SECTION 4.01. No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Cellco, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares (other than the proxy granted pursuant to Section 1.02 of this Agreement), (ii) sell, assign, transfer, encumber or otherwise dispose of , or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or permit any other Person to take any such action with respect to any Shares during the term of this Agreement or (iii) agree to any amendment, waiver or termination of the Price Family Voting Agreement or the Farbman Family Voting Agreement. Such Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agree to notify Cellco promptly, and to provide all details requested by Cellco if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. SECTION 4.02. Other Offers. Except as permitted by the New Transaction Agreement, such Stockholder will not solicit, initiate, knowingly encourage, conduct or engage in any substantive discussions, or enter into any agreement or understanding with any other person or entity regarding the transfer, directly or indirectly, of any of their Shares in a manner which would reasonably be anticipated in the case of Price Parent to result in a Change of Control (other than an event that is a Change of Control solely by reason of subparagraph (i) of the definition of "Change of Control"). Any party hereto becoming aware of any inquiry or request by another person or entity with respect to any such transfer prohibited by the immediately preceding sentence hereof shall promptly notify Cellco of such inquiry, indicate the identity of the offer or and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts, and thereafter keep Cellco informed, on a current basis, of the status and terms of any such proposals or offers and the status of any such inquiries or contacts. 5 ARTICLE 5 MISCELLANEOUS SECTION 5.01. Further Assurances. Each of the Verizon Parties and each Stockholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. SECTION 5.02. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate on the earlier of (i) the date of termination of the New Transaction Agreement in accordance with its terms or (ii) the approval by the shareholders of Price Parent of all the transactions contemplated by the New Transaction Agreement (other than the VWI Exchange). SECTION 5.03. Expenses. Except as otherwise provided in the New Transaction Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. SECTION 5.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto, except that each of the Verizon Parties may transfer or assign its rights and obligations, in whole or from time to time in part, to any one or more of its Affiliates. SECTION 5.05. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York. SECTION 5.06. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. SECTION 5.07. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and 6 covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. SECTION 5.08. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. SECTION 5.09. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the New Transaction Agreement. 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CELLCO PARTNERSHIP By: /s/ Edward Langston ------------------------------------ Name: Edward Langston Title: Vice President and Chief Financial Officer VERIZON WIRELESS OF THE EAST LP By: /s/ Edward Langston ------------------------------------ Name: Edward Langston Title: Vice President and Chief Financial Officer VERIZON WIRELESS INC. By: /s/ Edward Langston ------------------------------------ Name: Edward Langston Title: Vice President and Chief Financial Officer STOCKHOLDER: /s/ Alexandra Farbman ---------------------------------------- Alexandra Farbman, by Eileen Farbman as guardian of her property /s/ Leo Farbman ---------------------------------------- Leo Farbman, by Eileen Farbman as guardian of his property 8 Stockholder Class of Stock Shares Owned or Entitled to Vote - ----------- -------------- -------------------------------- Alexandra Farbman Common 1,812,500 Leo Farbman Common 1,812,500 9 -----END PRIVACY-ENHANCED MESSAGE-----