-----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, TB+1YfCp+mVkZ6JB5nlvmaPoH/bHE3nj6+0yRVax4fgd2L3Z7rDRzxjxFosICJ48 9fcwh69BHm4SF3DVGZZ6NQ== 0001005477-01-002605.txt : 20010410 0001005477-01-002605.hdr.sgml : 20010410 ACCESSION NUMBER: 0001005477-01-002605 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010405 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: SEC FILE NUMBER: 005-34130 FILM NUMBER: 1596428 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: PRICE ROBERT /NY CENTRAL INDEX KEY: 0000935699 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 45 ROCHEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127575600 MAIL ADDRESS: STREET 1: 45 ROCHEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 0001.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 12) PRICE COMMUNICATIONS CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 741437305 - ------------------------------------------------------------------------------- (CUSIP Number) Peter G. Samuels Proskauer Rose LLP 1585 Broadway New York, New York 10036 (212) 969-3335 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 5, 2001 - ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ILLEGIBLE] (Continued on following pages) (Page 1 of 22 Pages) 13D - ------------------------- ------------------- CUSIP No. 741437305 Page 2 of 22 Pages - ------------------------- ------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert Price ###-##-#### 1 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) |_| 2 - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS N/A 4 - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION United States 6 - -------------------------------------------------------------------------------- SOLE VOTING POWER NUMBER OF 7 SHARES ------------------------------------------------------- BENEFICIALLY SHARED VOTING POWER 11,077,298 OWNED BY 8 EACH ------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON WITH 9 ------------------------------------------------------- SHARED DISPOSITIVE POWER 11,077,298 10 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY 11,077,298 EACH REPORTING PERSON 11 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% 13 - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON IN 14 - -------------------------------------------------------------------------------- This Amendment No.12 amends and supplements the Schedule 13D, as amended, filed by Robert Price relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Price Communications Corporation (the "Company"). Item 2.Identity and Background The response to Item 2 is hereby amended by adding the following paragraph at the end thereof: The information concerning the name, address, present principal occupation or employment, present business of any corporation or other organization in which employment is conducted and citizenship of each other person party to the Verizon Voting Agreement and Guardian Voting Agreements described in Item 6, is set forth on Schedules A, B and C attached hereto. Item 5. Interest in Securities of the Issuer The responses to Item 5(a) and (b) are hereby amended by deleting the entire text thereof and inserting the following in lieu thereof: a. Aggregate Number or Percentage of Shares of Common Stock Outstanding Beneficially Owned by the Reporting Person Mr. Price may be deemed for purposes of Rule 13d-3 promulgated under the Securities Act of 1934, as amended (the "1934 Act") to beneficially own 11,077,298 shares of Common Stock or approximately 19.9% of the 55,414,196 shares of Common Stock outstanding on March 31, 2001, which includes (i) 6,203,100 shares of Common Stock that Mr. Price, as a result of the Voting Agreement described in Item 6, has the shared power to direct the vote and disposition of and (ii) 4,874,198 shares of Common Stock that Mr. Price, as a result of the Guardian Voting Agreements described in Item 6, has the shared power to direct the vote and disposition of. Mr. Price disclaims beneficial ownership of 2,375,802 the shares of Common Stock that are covered by, but not necessarily voted pursuant to, the Guardian Voting Agreements described in Item 6. b. Number of Shares and Power to Vote As a result of the Verizon Voting Agreement and the Guardian Voting Agreements described in Item 6, Mr. Price may be deemed to have the shared power to vote and to dispose of 11,077,298 shares of Common Stock. Mr. Price disclaims beneficial ownership of 2,375,802 the shares of Common Stock that are covered by, but not necessarily voted pursuant to, the Guardian Voting Agreements as described in Item 6. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The response to Item 6 is hereby amended by inserting the following: On March 30, 2001, Mr. Price ("Price") entered into (i) a voting agreement (the "Price Guardian Voting Agreement") with Steven Price, as guardian of the property of Lucy Price and Kyle Price (the "Price Guardian Stockholder") and (ii) a voting agreement (the "Farbman Guardian Voting Agreement" and collectively with the Price Guardian Voting Agreement, the "Guardian Voting Agreements") with Eileen Farbman, as guardian of the property of Alexandra Farbman and Leo Farbman (the "Farbman 3 Guardian Stockholder" and collectively with Price and the Price Guardian Stockholder, the "Stockholders"). Pursuant to the terms of the Guardian Voting Agreements, each Stockholder agreed at any time such Stockholder is entitled to vote on any matter submitted to the stockholders of the Company, such Stockholder shall vote (or execute proxies or written consents, as the case may be), and take all other necessary action to cause, all shares of Common Stock such Stockholder is entitled to vote to be voted in the manner directed by the Majority Stockholder (as defined below). "Majority Stockholder" means, at any time, with respect to any matter, either Price, the Price Guardian Stockholder or the Farbman Guardian Stockholder, whichever is entitled to vote the most shares of Common Stock (without giving effect to the Guardian Voting Agreements) on any matter. As of March 30, 2001, Price is the Majority Stockholder for purposes of the Guardian Voting Agreements. While the Guardian Voting Agreements cover in the aggregate 7,250,000 shares of Common Stock, the Guardian Voting Agreements provide that for so long as Price is the Majority Stockholder for purposes of the Guardian Voting Agreements, the total number of shares of Common Stock subject to the Guardian Voting Agreements shall be limited so that at no time may Price be deemed to beneficially own more than 19.9% of the outstanding shares of Common Stock. As a result, Price disclaims beneficial ownership of 2,375,802 shares of Common Stock covered by the Guardian Voting Agreements. Each Stockholder granted a proxy to the Majority Stockholder, appointing the Majority Stockholder 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. Neither the voting arrangement nor the proxies granted to the Majority Stockholder described above applies to any matter covered by the Verizon Voting Agreements (as defined below). Each Stockholder agreed that such Stockholder would not, without the prior written consent of the Majority Stockholder, directly or indirectly (other than pursuant to the terms of the Verizon Voting Agreements and the Guardian Voting Agreements), (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such Stockholder's shares of Common Stock or (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 of the shares of Common Stock during the term of the respective Guardian Voting Agreement. Each Stockholder also agreed that such person would not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement. "Verizon Voting Agreements" means collectively (i) the Voting Agreement, a copy of which was previously filed as Exhibit 1 to Amendment No. 11 to this Schedule 13D and, (ii) the Voting Agreement dated as of March 30, 2001 between Verizon, Lucy Price and Kyle Price by the Price Guardian Stockholder and Alexandra Farbman and Leo Farbman, by the Farbman Guardian Stockholder, pursuant to which the Guardian Stockholder agreed to vote, and grant a proxy to Verizon covering, the shares of Common Stock such Guardian Stockholder is entitled to vote to approve and adopt the Transaction Agreement dated November 14, 2000, as amended between the Company, Price Communications Cellular Inc., Price Communications Wireless, Inc., Price Communications Cellular Holdings, Inc. (collectively, the "Price Corporations"), Verizon, Cellco Partnership and VWI Acquisition Corporation, and all transactions contemplated by the Transaction Agreement, at any meeting of the stockholders of the Price Corporations at which the Transaction Agreement and other related agreements or the transactions contemplated by the 4 Transaction Agreement are submitted for consideration and a vote of the stockholders of the Price Corporations. Each of the Price Guardian Voting Agreement and Farbman Guardian Voting Agreement is being filed as an exhibit hereto and is incorporated herein by reference. Item 7. Material to Be Filed as Exhibits Exhibit 1 - Voting Agreement dated as of March 30, 2001, among Lucy Price and Kyle Price, by Steven Price, as guardian of their property, and Robert Price (the "Price Guardian Voting Agreement"). Exhibit 2 - Voting Agreement dated as of March 30, 2001 among Alexandra Farbman and Leo Farbman, by Eileen Farbman, as guardian of their property, and Robert Price (the "Farbman Guardian Voting Agreement"). 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 5, 2001 /s/ Robert Price _____________________ Robert Price 6 SCHEDULE A To the knowledge of Mr. Price, the name, business address, title, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which employment is conducted of each other person party to the Guardian Voting Agreements are set forth below. Unless otherwise indicated, each person listed below is a citizen of the United States of America. To the knowledge of Price, none 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, Name and Address Principal Business and Address of Employer - --------------------------------- -------------------------------------------- Steven Price President, Live Wire Corp. 711 Westchester Avenue 711 Westchester Avenue White Plains, New York 10604 White Plains, New York 10604 Live Wire is a provider of billing systems and services to cellular wireless providers. Eileen Farbman Ms. Farbman is not currently employed. One North Bridge Terrace Mount Kisco, New York 10549 7 SCHEDULE B DIRECTORS AND EXECUTIVE OFFICERS OF VERIZON COMMUNICATIONS INC. To the knowledge of Price, the name, business address, title, present principal occupation or employment of each of the directors and executive officers of Verizon Communications Inc., the sole shareholder of Verizon ("Verizon Parent") 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. Verizon Parent is a domestic and international provider of communications related services, including wireline telecommunications services, wireless communications services and publishing businesses. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Verizon Parent. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. To the knowledge of Price, none 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 Name and Business Address 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. 8 Thoma 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. 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 Charles R. Lee................... Chairman and Co-Chief Executive Officer 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 9 SCHEDULE C DIRECTORS AND EXECUTIVE OFFICERS OF VERIZON WIRELESS INC. To the knowledge of Price, the name, business address, title, present principal occupation or employment of each of the directors and executive officers of Verizon 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. The principal business of Verizon is the provision of wireless voice and data services in the United States. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Verizon. 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. To the knowledge of Price, none 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 Name and Business Address 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. 10 EX-1 2 0002.txt PRICE GUARDIAN VOTING AGREEMENT EXHIBIT 1 Price Guardian Voting Agreement VOTING AGREEMENT AGREEMENT, dated as of March 30, 2001 among Lucy Price and Kyle Price, by Steven Price as guardian of their property, and Robert Price (each, a "Stockholder"). WHEREAS, Steven Price has been appointed (i) the guardian of the property of Lucy Price, which property includes 1,812,500 shares of common stock of Price Communications Corporation, a New York corporation ("PR") and (ii) the guardian of the property of Kyle Price, which property includes 1,812,500 shares of common stock of PR. WHEREAS, Robert Price is the record and beneficial owner of 6,203,100 shares of common stock of PR. WHEREAS, the Stockholders desire to enter into an agreement regarding the voting of the shares of common stock of PR referred to in the two preceding paragraphs (the "Shares"). 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 that, if at any time he or she is entitled to vote on any matter submitted to the stockholders of PR, he or she shall vote all of the Shares he or she is entitled to vote (or execute proxies or written consents, as the case may be) and take all other necessary action to cause any Shares he or she is entitled to vote to be voted in the manner directed by the Majority Stockholder (as defined below). Each Stockholder hereby agrees that it will not vote any Shares (or execute proxies or written consents, as the case may be) except as directed by the Majority Stockholder pursuant to the preceding sentence. As used in this Agreement, "Majority Stockholder" means, at any time, with respect to any matter, whichever Stockholder is entitled to vote the most Shares (without giving effect to this Agreement) on such matter. Notwithstanding anything contained elsewhere herein to the contrary, (i) neither this Agreement nor the proxies granted pursuant to the next section apply to any matter covered by the Voting Agreement dated as of November 14, 2000 between Verizon Wireless, Inc., Robert Price and Kim Pressman and the Voting Agreement dated as of March 30, 2001 between Verizon Wireless, Inc., Lucy Price and Kyle Price, by Steven Price as guardian of their property, and Alexandra Farbman and Leo Farbman, by Eileen Farbman as guardian of their property (collectively, the "Verizon Voting Agreements") and (ii) at any time when the Majority Stockholder is Robert Price and the shares of PR 11 common stock owned by Robert Price or a family member of Robert Price that he has the authority to vote (including the Shares subject to this Agreement) exceed 19.9% of the outstanding shares of PR common stock, then at all such times but only at such times (x) a number of Shares of Lucy Price equal to 25% of such excess shall not be subject to Sections 1.01 or 1.02 of this Agreement and (y) a number of Shares of Kyle Price equal to 25% of such excess shall not be subject to Sections 1.01 or 1.02 of this Agreement. Section 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Shares other than the proxies granted pursuant to the Verizon Voting Agreements. By entering into this Agreement, each Stockholder hereby grants a proxy appointing the Majority Stockholder 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, subject to the last paragraph of Section 1.01. The proxy granted by each Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of the other Stockholder entering into this Agreement. 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, severally and not jointly, represents and warrants to Acquiror that: Section 2.01. Authorization; Enforceability. 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 if this Agreement is being executed on behalf of such Stockholder by a representative, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. 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. 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) 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. 12 Section 2.03. Ownership of Shares. Such Stockholder is the record and beneficial owner of the Shares set forth on the page immediately following the signature pages hereof opposite such Stockholder's name, 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). ARTICLE 3. COVENANTS OF EACH STOCKHOLDER Each Stockholder, severally and not jointly, hereby covenants and agrees that: Section 3.01. 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 Robert Price, 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 Verizon Voting Agreements) or (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 this Agreement. ARTICLE 4. MISCELLANEOUS Section 4.01. Further Assurances. Each Stockholder will 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 4.02. 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 death of Robert Price. Section 4.03. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. Section 4.04. 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. 13 Section 4.05. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York. Section 4.06. 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 4.07. 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 4.08. 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 4.09. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Transaction Agreement dated as of November 14, 2000 among PR, Price Communications Cellular, Inc., Price Communications Cellular Holdings, Inc., Price Communications Wireless, Inc., Verizon Wireless Inc., Cellco Partnership and VWI Acquisition Corporation. 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. /s/ Robert Price ----------------------------------- Name: Robert Price /s/ Steven Price ---------------------------------------- Name: Lucy Price, by Steven Price as guardian of her property /s/ Steven Price ----------------------------------- Name: Kyle Price, by Steven Price as guardian of his property 15 Names of Stockholder Class of Stock Shares Owned or Entitled to Vote - -------------------- -------------- -------------------------------- Robert Price Common 6,203,100 Lucy Price Common 1,812,500 Kyle Price Common 1,812,500 16 EX-2 3 0003.txt FARBMAN GUARDIAN VOTING AGREEMENT EXHIBIT 2 Farbman Guardian Voting Agreement VOTING AGREEMENT AGREEMENT, dated as of March 30, 2001 among Alexandra Farbman and Leo Farbman, by Eileen Farbman as guardian of their property, and Robert Price (each, a "Stockholder"). WHEREAS, Eileen Farbman has been appointed (i) the guardian of the property of Alexandra Farbman, which property includes 1,812,500 shares of common stock of Price Communications Corporation, a New York corporation ("PR") and (ii) the guardian of the property of Leo Farbman, which property includes 1,812,500 shares of common stock of PR. WHEREAS, Robert Price is the record and beneficial owner of 6,203,100 shares of common stock of PR. WHEREAS, the Stockholders desire to enter into an agreement regarding the voting of the shares of common stock of PR referred to in the two preceding paragraphs (the "Shares"). 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 that, if at any time he or she is entitled to vote on any matter submitted to the stockholders of PR, he or she shall vote all of the Shares he or she is entitled to vote (or execute proxies or written consents, as the case may be) and take all other necessary action to cause any Shares he or she is entitled to vote to be voted in the manner directed by the Majority Stockholder (as defined below). Each Stockholder hereby agrees that it will not vote any Shares (or execute proxies or written consents, as the case may be) except as directed by the Majority Stockholder pursuant to the preceding sentence. As used in this Agreement, "Majority Stockholder" means, at any time, with respect to any matter, whichever Stockholder is entitled to vote the most Shares (without giving effect to this Agreement) on such matter. Notwithstanding anything contained elsewhere herein to the contrary, (i) neither this Agreement nor the proxies granted pursuant to the next section apply to any matter covered by the Voting Agreement dated as of November 14, 2000 between Verizon Wireless, Inc., Robert Price and Kim Pressman and the Voting Agreement dated as of March 30,2001 between Verizon Wireless, Inc., Alexandra Farbman and Leo Farbman, by Eileen Farbman as guardian of their property, and Lucy Price and Kyle Price, by 17 Steven Price as guardian of their property, (collectively, the "Verizon Voting Agreements") and (ii) at any time when the Majority Stockholder is Robert Price and the shares of PR common stock owned by Robert Price or a family member of Robert Price that he has the authority to vote (including the Shares subject to this Agreement) exceed 19.9% of the outstanding shares of PR common stock, then at all such times but only at such times (x) a number of Shares of Alexandra Farbman equal to 25% of such excess shall not be subject to Sections 1.01 or 1.02 of this Agreement and (y) a number of Shares of Leo Farbman equal to 25% of such excess shall not be subject to Sections 1.01 or 1.02 of this Agreement. Section 1.02. Irrevocable Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its Shares other than the proxies granted pursuant to the Verizon Voting Agreements. By entering into this Agreement, each Stockholder hereby grants a proxy appointing the Majority Stockholder 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, subject to the last paragraph of Section 1.01. The proxy granted by each Stockholder pursuant to this Article 1 is irrevocable and is granted in consideration of the other Stockholder entering into this Agreement. 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, severally and not jointly, represents and warrants to Acquiror that: Section 2.01. Authorization; Enforceability. 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 if this Agreement is being executed on behalf of such Stockholder by a representative, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. 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. 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) 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 18 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. Such Stockholder is the record and beneficial owner of the Shares set forth on the page immediately following the signature pages hereof opposite such Stockholder's name, 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). ARTICLE 3. COVENANTS OF EACH STOCKHOLDER Each Stockholder, severally and not jointly, hereby covenants and agrees that: Section 3.01. 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 Robert Price, 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 Verizon Voting Agreements) or (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 this Agreement. ARTICLE 4. MISCELLANEOUS Section 4.01. Further Assurances. Each Stockholder will 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 4.02. 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 death of Robert Price. Section 4.03. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. Section 4.04. 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 19 any of its rights or obligations under this Agreement without the consent of the other parties hereto. Section 4.05. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York. Section 4.06. 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 4.07. 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 4.08. 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 4.09. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Transaction Agreement dated as of November 14, 2000 among PR, Price Communications Cellular, Inc., Price Communications Cellular Holdings, Inc., Price Communications Wireless, Inc., Verizon Wireless Inc., Cellco Partnership and VWI Acquisition Corporation. 20 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. /s/ Robert Price ----------------------------------- Name: Robert Price /s/ Eileen Farbman ----------------------------------- Name: Alexandra Farbman, by Eileen Farbman as guardian of her property /s/ Eileen Farbman ----------------------------------- Name: Leo Farbman, by Eileen Farbman as guardian of his property 21 Name of Stockholder Class of Stock Shares Owned or Entitled to Vote ------------------- -------------- -------------------------------- Robert Price Common 6,203,100 Alexandra Farbman Common 1,812,500 Leo Farbman Common 1,812,500 -----END PRIVACY-ENHANCED MESSAGE-----