-----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, S43SKSot4fz61sxGiN6obYTn+1Ib4OKgvuGZuANdgZN5q1SulI4o6+EnNETVjRMB +kMt9zUFWpOQg/qg+E8Eow== 0001005477-01-002606.txt : 20010410 0001005477-01-002606.hdr.sgml : 20010410 ACCESSION NUMBER: 0001005477-01-002606 CONFORMED SUBMISSION TYPE: SC 13D 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 SEC ACT: SEC FILE NUMBER: 005-34130 FILM NUMBER: 1596429 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: FARBMAN EILEEN CENTRAL INDEX KEY: 0000938141 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE NORTH BRIDGE TERRACE CITY: MOUNT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 2124590800 MAIL ADDRESS: STREET 1: ONE NORTH BRIDGE TERRACE CITY: MOUNT KISCO STATE: NY ZIP: 10549 SC 13D 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (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) 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 ? (Continued on following pages) (Page 1 of 25 Pages) CUSIP No. 741437305 SCHEDULE 13D Page 2 of 25 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eileen Farbman ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 3,625,000 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,625,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,625,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.54% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1.Security and Issuer. The class of securities to which this statement relates is the common stock, $.01 par value per share (the "Common Stock"), of Price Communications Corporation, a New York corporation (the "Issuer"). The principal executive offices of the Issuer are located at 45 Rockefeller Plaza, New York, New York 10020. Item 2.Identity and Background. (a) - (c) and (f) The name of the person filing this statement is Eileen Farbman (the "Reporting Person"). The Reporting Person's address is One North Bridge Terrace, Mount Kisco, New York, 10549. The Reporting Person is not currently employed. The Reporting Person is a citizen of the United States of America. The information concerning the name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which employment is conducted and citizenship of each other person party to the Guardian Voting Agreement and Guardian/Verizon Voting Agreement described in Item 6, is set forth on Schedules A, B and C attached hereto. (d) and (e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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 violations with respect to such laws. Item 3.Source and Amount of Funds or other Consideration. The Reporting Person has been appointed by a court of competent jurisdiction as the guardian of (i) the 1,812,500 shares of Common Stock owed by her minor child, Alexandra Farbman, and (ii) the 1,812,500 shares of Common Stock owed by her minor child, Leo Farbman. No shares of Common Stock were purchased by the Reporting Person in connection with the Reporting Person's appointment as guardian and as a result no funds were used for such purpose. Item 4.Purpose of Transaction As described in Item 3, the Reporting Person was appointed as guardian of the 3,625,000 shares of Common Stock gifted to her minor children, Alexandra Farbman and Leo Farbman, by Mr. Robert Price, Director, President and Chief Executive Officer of the Issuer ("Price"). In connection with the gift by Price, the Reporting Person and Price entered into the Guardian Voting Agreement described in Item 6. As an inducement to Verizon Wireless, Inc. ("Verizon") to consummate the transactions contemplated by the Transaction Agreement dated as of November 14, 2000 (the "Transaction Agreement"), among the Issuer, Price Communications Cellular Inc., a Delaware corporation, Price Communications Cellular Holdings, Inc., a Delaware corporation, Price Communications Wireless, Inc., a Delaware corporation ("Price Wireless"), and the foregoing collectively the "Price Corporations"), Verizon, 3 Cellco Partnership ("Cellco") and VWI Acquisition Corporation, the Reporting Person has entered into the Guardian/Verizon Voting Agreement described in Item 6 below. Except as described above and in the Transaction Agreement, the Reporting Person has no plans or proposals that may relate 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. (a) As a result of the Reporting Person's appointment as guardian as described in Item 2, the Reporting Person may be deemed for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act") to beneficially own 3,625,000 shares of Common Stock, representing approximately 6.54% of the 55,414,196 shares of Common Stock outstanding as of March 31, 2001. (b) As a result of the Reporting Person's appointment as guardian described in Item 2 and the Guardian Voting Agreement and the Guardian/Verizon Voting Agreement described in Item 6, the Reporting Person may be deemed for purposes of Rule 13d-3 promulgated under the 1934 Act, to have the shared power to vote and dispose of the shares of Common Stock listed under Item 5(a). The Reporting Person disclaims beneficial ownership of the 6,203,100 shares of Common Stock beneficially owned by Price that are covered by the Guardian Voting Agreement described in Item 6. (c) Except with respect to the appointment of the Reporting Person described in Item 2 and the Guardian Voting Agreement and the Guardian/Verizon Voting Agreement described in Item 6, the Reporting Person has not effected any transaction in the shares of Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On March 30, 2001, the Reporting Person entered into a voting agreement (the "Guardian Voting Agreement") with Price. Pursuant to the terms of the Guardian Voting Agreement, each of Price and the Reporting Person agreed at any time such person is entitled to vote on any matter submitted to the stockholders of the Issuer, such person 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 person 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 or the Reporting Person, whichever is entitled to vote the most shares of Common Stock (without giving effect to the Guardian Voting Agreement) on any matter. As of March 30, 2001, Price is the Majority Stockholder for purposes of the Guardian Voting Agreement. Each of Price and the Reporting Person granted a proxy to the Majority Stockholder, appointing the Majority Stockholder as such person's attorney-in-fact and proxy, with full power of substitution, for and in such person's name, to vote, express consent or dissent, or otherwise use such 4 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 of Price and the Reporting Person agreed that such person 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 Agreement), (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such person'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 Guardian Voting Agreement. Each of Price and the Reporting Person 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 dated as of November 14, 2000 among Verizon, Price and Kim Pressman, pursuant to which Price agreed to vote, and grant a proxy to Verizon covering, the shares of Common Stock Price is entitled to vote to approve and adopt the Transaction Agreement 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 Transaction Agreement are submitted for consideration and a vote of the stockholders of the Price Corporations and (ii) the Guardian/Verizon Voting Agreement described below. On March 30, 2001, the Reporting Person entered into a voting agreement (the "Guardian/Verizon Voting Agreement") with Steven Price, as guardian of an aggregate of 3,625,000 shares of Common Stock of his minor children, Lucy Price and Kyle Price (the "Price Guardian" and collectively with the Reporting Person, the "Price Stockholders") and Verizon in order to induce Verizon to consummate the transactions contemplated by the Transaction Agreement. Pursuant to the terms if the Guardian/Verizon Voting Agreement, the Price Stockholders agreed to vote all of the shares of Common Stock the Price Stockholders are entitled to vote to approve and adopt the Transaction Agreement and all 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 and other related agreements (or any amended version thereof), or the transactions contemplated by the Transaction Agreement, are submitted for consideration and vote of the stockholders of the Issuer. The Price Stockholders also agreed that such person would not vote any of the shares of Common Stock such person is entitled to vote in favor of (other than a binding written agreement concerning an Acquisition Proposal (as defined below) that constitutes a Superior Proposal (as defined below) (an "Alternative Agreement") 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 in the Transaction Agreement), (ii) action or set of actions which, if consummated, would constitute a change of control of the Price Corporations (other than the Issuer), (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. The Price Stockholders granted a proxy to Verizon, appointing Verizon as such person's attorney-in-fact and proxy, with full power of substitution, for and in such person's name, to vote, express consent or dissent, or otherwise use such voting power as provided above. 5 The Price Stockholders agreed that they would not, without the prior written consent of Verizon, directly or indirectly (other than pursuant to the terms of the Guardian/Verizon Voting Agreement, the Guardian Voting Agreement and the voting agreement between the Price Guardian and Price), (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 proxies granted to Verizon or the Majority Stockholder) 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 subject to the Guardian/Verizon Voting Agreement during the term of the Guardian/Verizon Voting Agreement. The Price Stockholders also agreed that they would not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement. "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, any Price Corporation or over 20% of any class of equity or voting securities of any one or more of Price Wireless' subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Issuer and 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, any Price Corporation or over 20% of any class of equity or voting securities of any one or more Price Wireless' subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Issuer and 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, any Price Corporation or over 20% of any class of equity or voting securities of any one or more Price Wireless' subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of the Issuer and 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. "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 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 Price Communication Corporation'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 $2,060 million to such shareholders, assuming they were consummated. 6 The Guardian Voting Agreement and the Guardian/Verizon Voting Agreement are being filed as exhibits 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 Alexandra Farbman and Leo Farbman, by Eileen Farbman as guardian of their property, and Robert Price (the "Guardian Voting Agreement"). Exhibit 2 - Voting Agreement, dated as of March 30, 2001, among 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, (the "Guardian/Verizon Voting Agreement"). 7 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/ Eileen Farbman ------------------ Eileen Farbman 8 SCHEDULE A To the knowledge of the Reporting Person, 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 Price and the Price Guardian are set forth below. During the last five years, to the knowledge of the Reporting Person, neither of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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 violations with respect to such laws. Each of the persons listed below is a citizen of the United States of America. Name and Address Present Principal Occupation Including Name, Robert Price Principal Business and Address of Employer - ----------------------------- ---------------------------------------------- 45 Rockefeller Plaza Director, President, Chief Executive Officer New York, NY 10020 and Treasurer, Price Communications Corporation 45 Rockefeller Plaza, New York, NY 10020 The principal business of Price Communications Corporation, engaged in through its indirect wholly owned subsidiary, Price Wireless, is the construction, development, management and operation of cellular telephone systems in the southeastern United States. Steven Price President, Live Wire Corp. 711 Westchester Avenue 711 Westchester Avenue White Plains, New York 10604 White Plains, New York 10604 Live Wire Corp. is a provider of billing systems and services to cellular wireless providers. 9 SCHEDULE B DIRECTORS AND EXECUTIVE OFFICERS OF VERIZON COMMUNICATIONS INC. To the knowledge of the Reporting Person, 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 the Reporting Person, 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. 10 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 11 SCHEDULE C DIRECTORS AND EXECUTIVE OFFICERS OF VERIZON WIRELESS INC. To the knowledge of the Reporting Person, 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 the Reporting Person, 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. 12 EX-99.1 2 0002.txt VOTING AGREEMENT EXHIBIT 1 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 Steven Price as guardian of their property, (collectively, the "Verizon Voting 13 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 14 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 15 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. 16 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 17 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 18 EX-99.2 3 0003.txt VOTING AGREEMENT EXHIBIT 2 Guardian/Verizon Voting Agreement VOTING AGREEMENT AGREEMENT, dated as of March 30, 2001 among Verizon Wireless Inc., a Delaware corporation ("Acquiror"), Lucy Price and Kyle Price, by Steven Price as guardian of their property, and Alexandra Farbmen and Leo Farbman, by Eileen Farbman as guardian of their property (each of Lucy Price, Kyle Price, Alexandra Farbman and Leo Farbman, a "Stockholder"). WHEREAS, in order to induce Acquiror to enter into the Transaction Agreement dated as of November 14, 2000 (the "Transaction Agreement") with Price Communications Corporation, a New York corporation, Price Communications Cellular Inc., a Delaware corporation, Price Communications Cellular Holdings, Inc., a Delaware corporation (collectively, the "Sellers"), Price Communications Wireless, Inc., a Delaware corporation (the "Company"), Acquiror has requested each Stockholder, and each Stockholder has agreed, to enter into this Agreement with respect to all shares of capital stock of any Seller or of the Company that such Stockholder may beneficially own on the date hereof or hereafter acquire or otherwise be entitled to vote at the time of any vote to approve and adopt the Transaction Agreement, the Merger and all other Contemplated Transactions (collectively, 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 to vote all Shares that such Stockholder is entitled to vote at the time of any vote to approve and adopt the Transaction Agreement, the Merger and all other Contemplated Transactions and all agreements and any actions related to any of the Contemplated Transactions at any meeting of the stockholders of the Company or any Seller, as applicable, and at any adjournment thereof, at which such Transaction Agreement and other related agreements (or any amended version thereof), or the Merger or any other Contemplated Transaction, or such other actions, are submitted for the consideration and vote of the stockholders of the Company or any Seller, 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 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, (iv) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of 19 the transactions contemplated by the 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 (other than the proxies granted pursuant to the Voting Agreement between Alexandra Farbman and Leo Farbman, by Eileen Farbman as guardian of their property, and Robert Price (the "Farbman Voting Agreement") or the Voting Agreement between Lucy Price and Kyle Price, by Steven Price as guardian of their property, and Robert Price (the "Price Voting Agreement"), each dated as of March 30, 2001). By entering into this Agreement, each Stockholder hereby grants a proxy appointing Acquiror 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 Acquiror entering into this Agreement and the Transaction Agreement and incurring certain related fees and expenses. 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. 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 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. 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. 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, 20 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 are 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. 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 (other than the restrictions on voting and disposition set forth in Sections 1.01 and 3.01 of the Farbman Voting Agreement and the Price Voting Agreement, as the case may be). Section 2.04. Total Shares. Except for the Shares set forth on the signature page hereto, such Stockholder does not beneficially own or otherwise have the right to vote any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. Section 2.05. Finder's Fees. Subject to and by complying with Section 6.18 of the Transaction Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from any of the Sellers 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 Acquiror Acquiror represents and warrants to each Stockholder that: Section 3.01. Corporate Authorization. The execution, delivery and performance by Acquiror of this Agreement and the consummation by Acquiror of the transactions contemplated hereby are within the corporate powers of Acquiror and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement of Acquiror. ARTICLE 4. Covenants of Each Stockholder Each Stockholder, severally and not jointly, hereby covenants and agrees that: 21 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 Acquiror, 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 Farbman Voting Agreement or the Price Voting Agreement, as the case may be) 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. 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 Acquiror promptly, and to provide all details requested by Acquiror, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. Section 4.02. Appraisal Rights. Each Stockholder agrees not to exercise any rights (including, without limitation, under Section 910 of the Business Corporation Law of the State of New York and under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares which may arise with respect to the Merger. ARTICLE 5. Miscellaneous Section 5.01. Further Assurances. Acquiror 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 Sellers, so long as each Stockholder acts in accordance with Section 8.09 of the 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 date of termination of the Transaction Agreement in accordance with its terms. Section 5.03. Expenses. Except as otherwise provided in the Transaction Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. 22 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 Acquiror 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 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. Subsidiaries. Each Stockholder that holds any capital stock or other equity interests of any other Stockholder agrees to vote all such capital stock or other equity interests, and to take all other actions that may be necessary or desirable, in order to cause such other Stockholder to comply with the provisions of this Agreement; provided that this Section 5.09 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 Sellers, so long as each Stockholder acts in accordance with Section 8.09 of the Transaction Agreement. Section 5.10. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Transaction Agreement. 23 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. ACQUIROR: VERIZON WIRELESS INC. By: /s/ Dennis F. Strigl ------------------------------ Name: Dennis F. Strigl Title: President & Chief Executive Officer STOCKHOLDERS: /s/ Steven Price --------------------------------- Lucy Price, by Steven Price as guardian of her property /s/ Steven Price --------------------------------- Kyle Price, by Steven Price as guardian of his property /s/ Eileen Farbman --------------------------------- Alexandra Farbman, by Eileen Farbman as guardian of her property /s/ Eileen Farbman --------------------------------- Leo Farbman, by Eileen Farbman as guardian of his property 24 Names of Stockholder Class of Stock Shares Owned or Entitled to Vote - -------------------- --------------------- ------------------------- Lucy Price Common 1,812,500 Kyle Price Common 1,812,500 Alexandra Farbman Common 1,812,500 Leo Farbman Common 1,812,500 25 -----END PRIVACY-ENHANCED MESSAGE-----