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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PRICE COMMUNICATIONS CORPORATION
(Name of Issuer)
COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
-----------------------
741437305
(Cusip Number)
VERIZON COMMUNICATIONS INC.
CELLCO PARTNERSHIP
VERIZON WIRELESS OF THE EAST LP
VERIZON WIRELESS INC.
(Name of Persons Filing Statement)
Edward Langston
Cellco Partnership
180 Washington Valley Road
Bedminster, NJ 07921
Tel No.: (908) 306-7000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
With a copy to:
Marianne Drost Diane G. Kerr
Verizon Communications Inc. Davis Polk & Wardwell
1095 Avenue of the Americas 450 Lexington Avenue
New York, NY 10036 New York, New York 10017
Tel No.: (212) 395-1783 Tel No.: (212) 450-4000
February 7, 2002
(Date of Event which Requires Filing of this Statement)
-----------------------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following: [ ]
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SCHEDULE 13D
CUSIP No. 741437305 Page 2 of 19 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Verizon Communications Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH 13,814,912*
REPORTING PERSON WITH -------------------------------------------
9 SOLE DISPOSITIVE POWER
-------------------------------------------
10 SHARED DISPOSITIVE POWER
13,814,912*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,814,912*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.11%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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* The Reporting Person disclaims beneficial ownership of such shares and this
statement shall not be construed as an admission that the Reporting Person is
the beneficial owner of any securities covered by this statement.
SCHEDULE 13D
CUSIP No. 741437305 Page 3 of 19 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cellco Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES 13,814,912*
BENEFICIALLY OWNED BY EACH -------------------------------------------
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
-------------------------------------------
10 SHARED DISPOSITIVE POWER
13,814,912*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,814,912*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.11%*
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14 TYPE OF REPORTING PERSON
PN
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* The Reporting Person disclaims beneficial ownership of such shares and this
statement shall not be construed as an admission that the Reporting Person is
the beneficial owner of any securities covered by this statement.
SCHEDULE 13D
CUSIP No. 741437305 Page 4 of 19 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Verizon Wireless of the East LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH 13,814,912*
REPORTING PERSON WITH -------------------------------------------
9 SOLE DISPOSITIVE POWER
-------------------------------------------
10 SHARED DISPOSITIVE POWER
13,814,912*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,814,912*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.11%*
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14 TYPE OF REPORTING PERSON
PN
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* The Reporting Person disclaims beneficial ownership of such shares and this
statement shall not be construed as an admission that the Reporting Person is
the beneficial owner of any securities covered by this statement.
SCHEDULE 13D
CUSIP No. 741437305 Page 5 of 19 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Verizon Wireless Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES 13,814,912*
BENEFICIALLY OWNED BY EACH -------------------------------------------
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
-------------------------------------------
10 SHARED DISPOSITIVE POWER
13,814,912*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,814,912*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.11%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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* The Reporting Person disclaims beneficial ownership of such shares and this
statement shall not be construed as an admission that the Reporting Person is
the beneficial owner of any securities covered by this statement.
This Amendment No. 2 ("Amendment No. 2") amends and supplements the
Statement on Schedule 13D originally filed with the SEC on November 24, 2000,
and amended by Amendment No. 1 filed with the SEC on April 9, 2001 (as so
amended, the "Schedule 13D"), by Verizon Communications Inc., a Delaware
corporation, and Verizon Wireless Inc., a Delaware corporation and indirect
wholly owned subsidiary of Verizon Communications Inc., relating to the shares
of common stock, par value $0.01 par value per share ("Shares"), of Price
Communications Corporation, a New York corporation.
All capitalized terms used in this Amendment No. 2 without definition have
the meanings attributed to them in the Schedule 13D.
The items of the Schedule 13D set forth below are hereby amended and
supplemented as follows:
Item 2. Identity and Background
Item 2 is amended by amending and restating such Item in its entirety as
follows:
"The names of the persons filing this statement are Verizon Communications
Inc., a Delaware corporation ("Verizon"), Cellco Partnership, a Delaware
general partnership doing business as "Verizon Wireless" ("Verizon Wireless"),
Verizon Wireless of the East LP, a Delaware limited partnership and indirect
wholly owned subsidiary of Verizon Wireless ("New Limited Partnership"), and
Verizon Wireless Inc., a Delaware corporation and indirect wholly owned
subsidiary of Verizon ("VWI", and together with Verizon, Verizon Wireless and
New Limited Partnership, the "Reporting Persons").
The address of the principal business and the principal office of Verizon
is 1095 Avenue of the Americas, New York, NY 10036. The name, business address,
present principal occupation or employment, and citizenship of each director
and executive officer of Verizon is set forth on Schedule A, and is
incorporated herein by reference. Verizon is a domestic and international
provider of communications related services, including wireline voice and data
services, and wireless communications services (by virtue of its controlling
interest in Verizon Wireless).
The address of the principal business and principal office of Verizon
Wireless is 180 Washington Valley Road, Bedminster, NJ 07921. The name,
business address, present principal occupation or employment, and citizenship
of each director and executive officer of Verizon Wireless is set forth on
Schedule B, and is incorporated herein by reference. Verizon Wireless is 55%
owned by Verizon and 45% owned by Vodafone Group Plc ("Vodafone"). Verizon
Wireless is a domestic provider of wireless communications services.
The address of the principal business and the principal office of New
Limited Partnership is 180 Washington Valley Road, Bedminster, NJ 07921. As a
limited partnership, New Limited Partnership has no directors. After the
closing of the transactions contemplated by the Transaction Agreement (as
defined below), New Limited Partnership will have a management committee
comprised of three members, two of which will be appointed by Verizon Wireless
of Georgia LLC, a Delaware limited liability company which is a wholly owned
subsidiary of Verizon Wireless and the general partner of New Limited
Partnership, and one of which will be appointed by Price Wireless (as defined
below). New Limited Partnership does not and is not expected to employ any
executive officers; however, certain management functions are expected to be
provided to New Limited Partnership by employees of Verizon Wireless. New
Limited Partnership was created for the sole purpose of completing the
transactions contemplated by the Transaction Agreement and has not carried on
any business activities to date.
The address of the principal business and the principal office of VWI is
180 Washington Valley Road, Bedminster, NJ 07921. The name, business address,
present principal occupation or employment, and citizenship of each director
and executive officer of VWI is set forth on Schedule C, and is incorporated
herein by reference. VWI has not carried on any business activities to date. It
is currently anticipated that VWI would be the issuer in connection with any
initial public offering of common stock pursuant to which it would become a
general partner of Verizon Wireless.
Page 6 of 19
The address of the principal business and the principal office of Vodafone
Group Plc ("Vodafone") is The Courtyard, 2-4 London Road, Newbury, Berkshire
RG141JX, England. The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of Vodafone
is set forth on Schedule D, and is incorporated herein by reference. Vodafone
is an international provider of wireless telecommunications services.
During the last five years, none of the Reporting Persons nor, to the best
knowledge of any of the Reporting Persons, any of the persons set forth on
Schedules A, B, C or D was convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, none
of the Reporting Persons nor, to the best knowledge of any of the Reporting
Persons, any of the persons set forth on Schedules A, B, C or D was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, U.S. Federal or State securities laws or
finding any violations with respect to such laws."
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended by amending and restating such Item in its entirety as
follows:
"On December 18, 2001, Robert Price, President and Chief Executive Officer
of the Issuer, and Kim I. Pressman, Chief Financial Officer of the Issuer,
(together, the "Stockholders") entered into an amended and restated voting
agreement (the "Voting Agreement", described in Item 6 below and attached
hereto as Exhibit 1) with Verizon Wireless, New Limited Partnership and VWI
with respect to certain Shares beneficially owned by the Stockholders.
On February 7, 2002, Alexandra Farbman and Leo Farbman (the "Farbman
Stockholders"), by Eileen Farbman as guardian of an aggregate of 3,625,000
Shares belonging to them, entered into an amended and restated voting agreement
(the "Farbman Voting Agreement", described in Item 6 below and attached hereto
as Exhibit 2) with Verizon Wireless, New Limited Partnership and VWI with
respect to certain Shares beneficially owned by the Farbman Stockholders.
No Shares were purchased by Verizon, Verizon Wireless, New Limited
Partnership or VWI pursuant to the Voting Agreement or the Farbman Voting
Agreement and thus no funds were used for such purpose."
Item 4. Purpose of Transaction.
Item 4 is amended by amending and restating such Item in its entirety as
follows:
"On December 18, 2001, Verizon Wireless, New Limited Partnership, and the
Issuer and its subsidiaries entered into a transaction agreement (the
"Transaction Agreement"). Pursuant to the terms of the transaction agreement,
Price Communications Wireless, Inc., an indirect wholly owned subsidiary of the
Issuer ("Price Wireless"), will contribute substantially all of its assets and
approximately $150 million in cash to New Limited Partnership in exchange for a
limited partnership interest in New Limited Partnership (the "Preferred
Exchangeable Interest") . In addition, on December 18, 2001, Verizon Wireless,
New Limited Partnership, Verizon, VWI, and the Issuer and its subsidiaries
entered into an exchange agreement (the "Exchange Agreement"), pursuant to
which the Preferred Exchangeable Interest may be exchangeable into common stock
of VWI or Verizon in certain circumstances. The consummation of the
transactions contemplated by the Transaction Agreement and the Exchange
Agreement is subject to the approval of the stockholders of the Issuer and
certain other conditions.
As an inducement to Verizon Wireless and New Limited Partnership entering
into the Transaction Agreement, and Verizon Wireless, New Limited Partnership,
Verizon and VWI entering into the Exchange Agreement, the Stockholders entered
into the Voting Agreement and the Farbman Stockholders entered into the Farbman
Voting Agreement, as described in Item 6 below.
Page 7 of 19
Except for the transactions contemplated by the Transaction Agreement and
as set forth above, none of the Reporting Persons or, to the best knowledge of
any of the Reporting Persons, any of the persons listed in Schedules A, B, C or
D hereto, has any plan or proposal which relates to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D."
Item 5. Interest in Securities of the Issuer.
Item 5 is amended by amending and restating such Item in its entirety as
follows:
"(a) As a result of the Voting Agreement and the Farbman Voting Agreement,
the Reporting Persons may be deemed for the purposes of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended, to beneficially own
13,814,912 Shares, representing, for the purposes of Rule 13d-3, approximately
25.11% of the fully-diluted outstanding shares of voting stock of the Issuer as
of January 4, 2002. Each of the Reporting Persons, however, hereby disclaims
beneficial ownership of such Shares, and this statement shall not be construed
as an admission that any of the Reporting Persons is, for any or all purposes,
the beneficial owner of the securities covered by this statement.
Except as set forth in this Item 5(a), none of the Reporting Persons nor,
to the best knowledge of any of the Reporting Persons, any of the persons set
forth on Schedules A, B, C or D hereto owns beneficially any Shares.
(b) Except to the extent that it may be deemed to by virtue of the Voting
Agreement and the Farbman Voting Agreement, the Reporting Persons do not have
sole power to vote or to direct the vote, shared power to vote or to direct the
vote, or the sole or shared power to dispose or to direct the disposition of
any of the Shares.
The Reporting Persons may be deemed in certain circumstances as more fully
described in Item 6 to have the shared power with the Stockholders and the
Farbman Stockholders to vote 13,814,912 Shares. However, the Reporting Persons
(i) are not entitled to any rights as a shareholder of the Issuer as to the
Shares that are subject to the Voting Agreement or the Farbman Voting Agreement
and (ii) disclaim any beneficial ownership of the Shares which are covered by
the Voting Agreement or the Farbman Voting Agreement. The information required
by Item 2 relating to the Farbman Stockholders is set forth on Schedule E.
(c) Except for the execution and delivery of the Voting Agreement, the
Farbman Voting Agreement and the Transaction Agreement, none of the Reporting
Persons nor, to the best knowledge of any of the Reporting Persons, any of the
persons set forth on Schedules A, B, C or D hereto has effected any transaction
in the Shares during the past 60 days.
(d) Inapplicable.
(e) Inapplicable."
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended by amending and restarting such Item in its entirety as
follows:
"Pursuant to the Voting Agreement, the Stockholders have agreed to vote
all Shares that such Stockholders are entitled to vote at the time of any vote
to approve and adopt the Transaction Agreement and any of the transactions
contemplated by the Transaction Agreement at any meeting of the stockholders of
the Issuer, and at any adjournment thereof, at which the Transaction
Agreement, or the transactions contemplated by the Transaction Agreement, are
submitted for consideration and vote of the stockholders of the Issuer. The
Stockholders have also agreed that they will not vote any Shares in favor of
(other than an Alternative Agreement (as defined below) entered into in
accordance with the Transaction Agreement and matters relating to, or in
connection with the Alternative Agreement) the approval of any (i) Acquisition
Proposal (as defined below), (ii) action or set of actions which, if
consummated, would constitute a change of control, (iii) reorganization,
recapitalization, liquidation or
Page 8 of 19
winding up of the Issuer or any other extraordinary transaction involving the
Issuer, (iv) corporate action the consummation of which would frustrate the
purposes, or prevent or delay the consummation, of the transactions
contemplated by the Transaction Agreement, or (v) other matters relating to, or
in connection with, any of the foregoing matters.
Each Stockholder has granted an irrevocable proxy to Verizon Wireless,
appointing Verizon Wireless as such Stockholder's attorney-in-fact and proxy,
with full power of substitution, for and in such Stockholder's name, to vote,
express consent or dissent, or otherwise use such voting power as provided
above with respect to all the Shares of such Stockholder.
Each Stockholder has also further agreed that they will not, without the
prior written consent of Verizon Wireless, directly or indirectly, (i) grant
any proxies or enter into any voting trust or other agreement or arrangement
with respect to the voting of any of their Shares (other than the proxy granted
to Verizon Wireless), (ii) sell, assign, transfer, encumber or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the direct or indirect sale, assignment,
transfer, encumbrance or other disposition of, any Shares during the term of
the Voting Agreement, or (iii) agree to any amendment, waiver or termination of
(A) the voting agreement dated as of March 30, 2001 between Lucy Price and Nyle
Price (the "Price Stockholders") (by Steven Price as guardian of an aggregate
of 3,625,000 Shares belonging to them) and Robert Price, with respect to
certain Shares beneficially owned by the Price Stockholders or (B) the voting
agreement dated as of March 30, 2001 between the Farbman Stockholders (by
Eileen Farbman as guardian of an aggregate of 3,625,000 Shares belonging to
them) and Robert Price, with respect to certain Shares beneficially owned by
the Farbman Stockholders (the "Farbman Family Voting Agreement"). Each
Stockholder has also agreed that they will not seek or solicit any such
acquisition or sale, assignment, transfer, encumbrance or other disposition or
any such contract, option or other arrangement.
Each Stockholder has agreed that he or she will not (other than as
permitted by the Transaction Agreement) solicit, initiate, knowingly encourage,
conduct or engage in any substantive discussions, or enter into any agreement
or understanding with any other person or entity regarding the transfer,
directly or indirectly, of any of their Shares in a manner which would
reasonably be anticipated in the case of the Issuer to result in a change of
control.
"Acquisition Proposal" means, other than the transactions contemplated by
the Transaction Agreement, any offer or proposal for, any indication of
interest in, or any submission of inquiries from any third party relating to
(A) any acquisition or purchase, direct or indirect, of 20% or more of the
consolidated assets of the Issuer and its subsidiaries or over 20% of any class
of equity or voting securities of the Issuer or any of its subsidiaries, (B)
any tender offer (including a self-tender offer) or exchange offer that, if
consummated, would result in such third party's beneficially owning 20% or more
of any class of equity or voting securities of the Issuer or any of its
subsidiaries, or (C) a merger, consolidation, share exchange, business
combination, sale of substantially all the assets, reorganization,
recapitalization, liquidation, dissolution or other similar transaction
involving the Issuer or any of its subsidiaries; provided that, notwithstanding
the foregoing, the acquisition by any institutional investor of any securities
of the Issuer, directly or indirectly, in connection with its investment
operations in the ordinary course of business shall not constitute an
"Acquisition Proposal" if (I) such investor and its affiliates do not at any
time beneficially own voting securities of the Issuer representing more than
30% of the total voting power of all outstanding voting securities of the
Issuer and (II) such activities are for investment purposes only and are not,
alone or in concert with others, in connection with any plan, arrangement,
understanding, proposal, or intention to influence, or affect control over the
management, board of directors or policies of the Issuer, provided further
that, notwithstanding the foregoing, an Acquisition Proposal shall be deemed to
exist if at any time such investor or its affiliates shall fail to, or no
longer, comply with (I) or (II) of the foregoing.
"Alternative Agreement" means, a binding written agreement concerning an
Acquisition Proposal that constitutes a Superior Proposal (as defined below).
"Superior Proposal" means any bona fide, unsolicited written Acquisition
Proposal on terms that the board of directors of the Issuer determines in good
faith by a majority vote, on the basis of the advice of a financial advisor
Page 9 of 19
of nationally recognized reputation and taking into account all the terms and
conditions of the Acquisition Proposal, including any break-up fees, expense
reimbursement provisions and conditions to consummation, are more favorable and
provide greater value to all the Issuer's shareholders than as provided under
the Transaction Agreement and for which financing, to the extent required, is
then either fully committed or reasonably determined to be available by the
board of directors of the Issuer; provided that, notwithstanding the fact that
the transactions contemplated by the Transaction Agreement do not contemplate
the distribution of consideration to the Issuer's shareholders, for purposes of
determining whether an Acquisition Proposal is a Superior Proposal, the
transactions contemplated by the Transaction Agreement shall be deemed to have
an aggregate value of at least $1,150 million to such shareholders, assuming
they were consummated.
The Voting Agreement is attached hereto as Exhibit 1 and is incorporated
herein by reference.
Pursuant to the Farbman Voting Agreement, the Farbman Stockholders have
agreed to vote all Shares that such Farbman Stockholders are entitled to vote
at the time of any vote to approve and adopt the Transaction Agreement and any
of the transactions contemplated by the Transaction Agreement at any meeting of
the stockholders of the Issuer, and at any adjournment thereof, at which such
Transaction Agreement, or the transactions contemplated by the Transaction
Agreement, are submitted for consideration and vote of the stockholders of the
Issuer. The Farbman Stockholders have also agreed that they will not vote any
Shares in favor of (other than an Alternative Agreement (as defined above)
entered into in accordance with the Transaction Agreement and matters relating
to, or in connection with the Alternative Agreement) the approval of any (i)
Acquisition Proposal (as defined above), (ii) action or set of actions which,
if consummated, would constitute a change of control, (iii) reorganization,
recapitalization, liquidation or winding up of the Issuer or any other
extraordinary transaction involving the Issuer, (iv) corporate action the
consummation of which would frustrate the purposes, or prevent or delay the
consummation, of the transactions contemplated by the Transaction Agreement or
(v) other matters relating to, or in connection with, any of the foregoing
matters.
Each Farbman Stockholder has granted an irrevocable proxy to Verizon
Wireless, appointing Verizon Wireless as such Farbman Stockholder's
attorney-in-fact and proxy, with full power of substitution, for and in such
Farbman Stockholders name, to vote, express consent or dissent, or otherwise
use such voting power as provided above with respect to all the Shares of such
Farbman Stockholder.
Each Farbman Stockholder has also further agreed that they will not,
without the prior written consent of Verizon Wireless, directly or indirectly,
(i) grant any proxies or enter into any voting trust or other agreement or
arrangement with respect to the voting of any of their Shares, (ii) sell,
assign, transfer, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect sale, assignment, transfer, encumbrance or other disposition of, any
Shares during the term of the Farbman Voting Agreement, or (iii) agree to any
amendment, waiver or termination of the Farbman Family Voting Agreement. Each
Farbman Stockholder has also agreed that they will not seek or solicit any such
acquisition or sale, assignment, transfer, encumbrance or other disposition or
any such contract, option or other arrangement.
Each Farbman Stockholder has agreed that he or she will not (other than as
permitted by the Transaction Agreement) solicit, initiate, knowingly encourage,
conduct or engage in any substantive discussions, or enter into any agreement
or understanding with any other person or entity regarding the transfer,
directly or indirectly, of any of his or her Shares in a manner which would
reasonably be anticipated in the case of the Issuer to result in a change of
control."
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by amending and restating such Item in its entirety as
follows:
"Exhibit 1: Amended and Restated Voting Agreement dated as of
December 18, 2001 among Cellco Partnership, Verizon
Wireless of the East LP, Verizon Wireless Inc., Robert
Price and Kim I. Pressman.
Page 10 of 19
Exhibit 2: Amended and Restated Voting Agreement dated as of
February 7, 2002 among Cellco Partnership, Verizon Wireless
of the East LP and Verizon Wireless Inc., and Alexandra
Farbman and Leo Farbman (by Eileen Farbman as guardian of
their property)."
Page 11 of 19
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 15, 2002
VERIZON COMMUNICATIONS INC.
By: /s/ Dennis F. Strigl
----------------------------------
Name: Dennis F. Strigl
Title: Executive Vice President
CELLCO PARTNERSHIP
By: /s/ Dennis F. Strigl
----------------------------------
Name: Dennis F. Strigl
Title: Chief Executive Officer
VERIZON WIRELESS OF THE EAST LP
By: Verizon Wireless of Georgia LLC,
as general partner
By: Cellco Partnership, as sole member
By: /s/ Dennis F. Strigl
----------------------------------
Name: Dennis F. Strigl
Title: Chief Executive Officer
VERIZON WIRELESS INC.
By: /s/ Dennis F. Strigl
----------------------------------
Name: Dennis F. Strigl
Title: Chief Executive Officer
Page 12 of 19
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF VERIZON COMMUNICATIONS INC.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Verizon
Communications Inc. ("Verizon") are set forth below. If no business address is
given, the director's or officer's business address is 1095 Avenue of the
Americas, New York, NY 10036. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to Verizon. Unless otherwise
indicated below, all of the persons listed below are citizens of the United
States of America.
Present Principal Occupation Including
Name and Business Address Name and Address of Employer
------------------------------- -----------------------------------------------
Directors
James R. Barker................ Chairman of The Interlake Steamship Company and
Vice Chairman of Mormac Marine Group, Inc. and
Moran Towing Company. Director of The Pittston
Company; Eastern Enterprises.
Edward H. Budd................. Director of Delta Air Lines, Inc.
Richard L. Carrion............. Chairman, President and Chief Executive
Officer, Popular, Inc. (bank holding company)
and Chairman, President and Chief Executive
Officer, Banco Popular de Puerto Rico.
Robert F. Daniell.............. Director of Shell Oil Company.
Helene L. Kaplan............... Of Counsel to the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP. Director of The
Chase Manhattan Corporation; Exxon Mobil
Corporation; The May Department Stores Company;
Metropolitan Life Insurance Company.
Charles R. Lee................. Chairman and Co-Chief Executive Officer.
Director of United Technologies Corporation,
USX Corporation and The Procter & Gamble
Company.
Sandra O. Moose................ Senior Vice President and Director of The
Boston Consulting Group, Inc. Director of Rohm
and Haas Company and 27 investment companies
sponsored by The New England Funds.
Joseph Neubauer................ Chairman and Chief Executive Officer, ARAMARK
Corporation (managed services). Director of
CIGNA Corporation; Federated Department Stores;
First Union Corporation.
Thomas H. O'Brien.............. Chairman and Chief Executive Officer, The PNC
Financial Services Group, Inc. Director of
Blackrock, Inc.; Hilb, Rogal and Hamilton
Company; USAirways.
Russell E. Palmer.............. Chairman and Chief Executive Officer, The
Palmer Group (investment firm). Director of
Honeywell International Inc.; The May
Department Stores Company; Safeguard
Scientifics, Inc.; Federal Home Loan Mortgage
Corporation.
Hugh B. Price.................. President and Chief Executive Officer, National
Urban League. Director of Metropolitan Life
Insurance Company; Sears, Roebuck and Co.
Ivan G. Seidenberg............. President and Co-Chief Executive Officer.
Director of American Home Products Corporation;
Boston Properties, Inc.; CVS Corporation;
Honeywell International Inc.; Viacom, Inc.
Page 13 of 19
Walter V. Shipley.............. Director of Champion International Corporation;
Exxon Mobil Corporation.
John W. Snow................... Chairman, President and Chief Executive
Officer, CSX Corporation (rail freight).
Director of Circuit City Stores, Inc.; Johnson
& Johnson; USX Corporation.
John R. Stafford............... Chairman, President and Chief Executive
Officer, American Home Products Corporation
(healthcare and agriculture products). Director
of The Chase Manhattan Corporation; Deere &
Company; Honeywell International Inc.
Robert D. Storey............... Partner, Cleveland law firm of Thompson, Hine &
Flory LLP. Director of The Proctor & Gamble
Company; The May Department Stores Company
Name Title
------------------------------- -----------------------------------------------
Executive Officers
(Who Are Not Directors)
Lawrence T. Babbio, Jr......... Vice Chairman and President
Mary Beth Bardin............... Executive Vice President - Public Affairs and
Communications
William P. Barr................ Executive Vice President and General Counsel
David H. Benson................ Executive Vice President - Strategy,
Development and Planning
William F. Heitmann............ Senior Vice President and Treasurer
Michael T. Masin............... Vice Chairman and President
Frederic V. Salerno............ Vice Chairman and Chief Financial Officer
Ezra D. Singer................. Executive Vice President - Human Resources
Dennis F. Strigl............... Executive Vice President and President -
Domestic Wireless
Lawrence R. Whitman............ Senior Vice President and Controller
Page 14 of 19
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF
CELLCO PARTNERSHIP
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Cellco
Partnership ("Verizon Wireless") are set forth below. If no business address is
given, the director's or officer's business address is 180 Washington Valley
Road, Bedminster, NJ 07921. Except for Edward Langston, who is British, and
Tomas Isaksson, who is Swedish, all of the persons listed below are citizens of
the United States of America.
Present Principal Occupation Including
Name and Business Address Name and Address of Employer
------------------------------- -----------------------------------------------
Directors
Ivan G. Seidenberg............. Chairman of Cellco Partnership and President
and Co-CEO of Verizon Communications Inc.
Sir Christopher Gent........... Chief Executive Officer of Vodafone Group Plc
Dennis F. Strigl............... President and Chief Executive Officer.
Lawrence T. Babbio, Jr......... Vice Chairman and President of Verizon
Communications Inc.
Michael T. Masin............... Vice Chairman and President of Verizon
Communications Inc.
Kenneth J. Hydon............... Financial Director of Vodafone Group Plc and
several of its subsidiaries
Tomas Isaksson................. Chief Executive Officer of Vodafone Group Plc's
Americas Region. President of Global Platform
and Internet Services for Vodafone AirTouch Plc
Name Title
------------------------------- -----------------------------------------------
Executive Officers
(Who Are Not Directors)
Lowell C. McAdam............... Executive Vice President and Chief Operating
Officer
Richard J. Lynch............... Executive Vice President and Chief Technical
Officer
Edward Langston................ Vice President and Chief Financial Officer
Roger Gurnani.................. Vice President-Information Systems and Chief
Information Officer
John G. Stratton............... Vice President and Chief Marketing Officer
Marc C. Reed................... Vice President-Human Resources
S. Mark Tuller................. Vice President-Legal & External Affairs,
General Counsel and Secretary
James J. Gerace................ Vice President-Corporation Communications
Margaret P. Feldman............ Vice President-Business Development
Page 15 of 19
SCHEDULE C
DIRECTORS AND EXECUTIVE OFFICERS OF VERIZON WIRELESS INC.
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Verizon Wireless
Inc. ("VWI") are set forth below. If no business address is given, the
director's or officer's business address is 180 Washington Valley Road,
Bedminster, NJ 07921. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to VWI. All of the persons listed below
are citizens of the United States of America, except for Mr. Langston, who is a
citizen of the United Kingdom.
Present Principal Occupation Including
Name and Business Address Name and Address of Employer
------------------------------- -----------------------------------------------
Directors
Dennis F. Strigl............... President and Chief Executive Officer.
President and Chief Executive Officer, Cellco
Partnership.
Name Title
------------------------------- -----------------------------------------------
Executive Officers
(Who Are Not Directors)
Edward Langston................ Chief Financial Officer and Chief Accounting
Officer.
S. Mark Tuller................. Vice President and Secretary.
Page 16 of 19
SCHEDULE D
DIRECTORS AND EXECUTIVE OFFICERS
OF VODAFONE GROUP PLC
The name, business address, title, present principal occupation or
employment and citizenship of each of the directors and executive officers of
Vodafone Group Plc ("Vodafone") are set forth below. If no business address is
given, the director's or officer's business address is The Courtyard, 2-4
London Road, Newbury, Berkshire RG14 1JX, England. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Vodafone.
Present Principal
Occupation Including
Name and
Name Address of Employer Citizenship
------------------------------- -------------------------------- -----------
Lord MacLaurin of Knebworth Non-Executive Chairman. British
Member of Supervisory
Board of Vodafone AG
Sir Christopher Gent Chief Executive Officer British
Julian Michael Horn-Smith Chief Operating Officer British
Thomas Geitner Chief Executive Officer, British
Group Products and Services
Kenneth John Hydon Financial Director British
Peter Richard Bamford Chief Executive Officer, British
Northern Europe, Middle
East and Africa
Michael John Boskin Non-Executive Director. American
Director of ExxonMobil
Corporation, First Health
Group Corp. and Oracle
Corporation
Prof. Sir Alec Broers Non-Executive Director. British
Vice-Chancellor of
Cambridge University
Paul Hazen Non-Executive Deputy American
Chairman. Director of
Safeway Inc., Phelps Dodge
Corporation, Xstrata AG and
E.piphany. Chairman of
Accel-KKR
Penelope Lesley Hughes Non-Executive Director. British
Director of Scandinaviska
Enskilda Banken A.B. and
Trinity Mirror Group plc, and
Chairman of Web-Angel plc.
Page 17 of 19
Present Principal
Occupation Including
Name and
Name Address of Employer Citizenship
------------------------------- -------------------------------- -----------
Arun Sarin Non-Executive Director. American
Director of The Gap Inc.,
The Charles Schwab
Corporation and Cisco
Systems Inc.
Sir David Scholey Non-Executive Director. British
Senior advisor to UBS
Warburg, Chairman of Close
Brothers Group plc, Deputy
Chairman of Anglo American
plc, and Director of The
Chubb Corporation
Jurgen Erich Schrempp Non-Executive Director. German
Chairman of Board of
Management of Daimler-
Chrysler AG. Serves on
supervisory boards of Allianz
AG and HypoVereinsbank
AG, and Director of New
York Stock Exchange and
Sasol Ltd.
Name Title Citizenship
------------------------------- -------------------------------- -----------
Executive Officers
(Who are not Directors)
Stephen Roy Scott Company Secretary British
Page 18 of 19
SCHEDULE E
To the knowledge of the Reporting Persons, the name, address, title,
present principal occupation or employment of each of the Stockholders and the
Farbman Stockholders are as set forth below. If no address is given the
Stockholder's or Farbman Stockholder's business address is 45 Rockefeller
Plaza, New York, New York 10020. Unless otherwise indicated below, all of the
persons listed below are citizens of the United States of America. To the
knowledge of the Reporting Persons, neither of the persons listed below has
during the last five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Present Principal Occupation Including
Name and Business Address Name and Address of Employer
------------------------------- -----------------------------------------------
Robert Price................... Director, President and Treasurer, Price
Communications Corporation
Kim Pressman................... Executive Vice President and Chief Financial
Officer, Price Communications Corporation
Alexandra Farbman.............. Not currently employed
One North Bridge Terrace
Mount Kisco, New York 10549
(residence)
Leo Farbman.................... Not currently employed
One North Bridge Terrace
Mount Kisco, New York 10549
(residence)
Page 19 of 19